Atlas Arc
by Alvaaron
Summary: A drunken mistake leads to Professor Branwen of Signal being transferred to Atlas indefinitely. With Qrow around, lightning never strikes twice, it strikes as many times as needed to make his life hell. Picking up a blonde tag-along with an unhealthy obsession with making things go boom, Atlas will never be the same. And Ironwood needs a drink... or twenty.
1. Chapter 1

Disclaimer, I do not own RWBY

**Prologue: It all started with a drink**

"Oh… someone turn out the lights, it's too bright…" Qrow Branwen groaned as he brought an arm up to cover his eyes, the burning sunlight scarring the sensitive organs. The sudden motion worsened the pounding headache assailing the hungover man and another groan of pain slipped past his lips.

"Good morning sleeping beauty. How'd ya sleep last night hmm?" An irate Taiyang Xiao Long walked into the room as soon as he heard his brother in law coming to.

"Close the curtains… it's too early for this." Qrow grumbled again and flipped himself onto his side, to get away from the sun's rays.

"Too early he says, it's two in the afternoon idiot. Now get up, if you crash on my couch anymore I'll start charging you rent." Taiyang ripped the blanket of the drunk and received an angry growl for his efforts.

"Go away Tai, dealing with a major headache here. And aren't we family? You're really going to charge your own brother rent?" Qrow muttered as he tried to return to dreamland.

"Brother in law, and don't worry, I'll give you a family discount. Get up, you have a long trip to prepare for." When Qrow didn't respond, Taiyang rolled his eyes and shoved the man off the couch with his foot.

"Ow… the hell was that for? And what trip?" Qrow grunted and finally got up, glaring at Taiyang with bloodshot eyes, not liking the Cheshire grin on his face.

"Oh, nothing much. Just… what do you remember from last night?"

"Last night? Ugh, Jimmy showed up, then uh… Oz provided the drinks?" Qrow said slowly, dragging up his distorted memories to try and piece a coherent narrative together.

"Oh yes, drinks that you spiked." Taiyang was unamused at Qrow's little stunt, although he'd let it slide for now. Qrow would be paying for it in full shortly.

"Meh, what good is a drink without alcohol in it? Anyways… after that… we were discussing the successful quelling of a bunch of restless Grimm in Mount Glenn, I think? There… there were some documents involved…" Qrow frowned as the details of what was on those papers escaped his grasp, he did recall scribbling some stuff down on them, hopefully they weren't anything important, he could do without Glynda and Jimmy yelling at him.

"Oh yes, the documents. You signed a lot of things there, you and Ironwood both." Taiyang's face splitting grin grew even wider.

"…What did I sign?" Qrow asked with trepidation. Every time Taiyang started smiling like that, it never ended well for him. It was the smile of a man eagerly awaiting someone else to finish digging their own grave so he could give him a little push.

"Ah nothing of importance, just a… few documents finalizing your transfer."

"Transfer? What transfer?" A tiny bit of panic started to set in as Taiyang's grin expanded to inhuman proportions.

"Congratulations Professor Branwen, your transfer request has been approved and you are now indefinitely on loan to Atlas Academy from Signal. The headmaster's already signed off on it, I hope you have enough winter clothes, because I'm sure Ironwood's reception is going to be… frosty." Taiyang burst out laughing as Qrow's face drained of all colour.

"What?" Qrow's voice was small and panicky as he realised Taiyang wasn't joking.

"Pack your bags Qrow, you're off to Atlas!"

* * *

"Gimme your strongest, cheapest drink." Qrow slammed down a pile of lien cards on the bar and buried his face in his hands, cursing his current situation.

"God damnit Oz, the hell do you mean improving relations? Maybe you missed the part where we hate each other's guts." Qrow rubbed his temples and thought back to his failure to get out of the transfer. Signal's headmaster had signed off on it and evidently, so had a drunken Ironwood.

The general was just as amused about the idea of him in Atlas as a teacher as he was, sadly his hands were tied and the one person who could have gotten the both of them out decided not to do so.

"I'm sure this will be an excellent opportunity to work with one another, not having you in Vale is a little troubling, but I've no doubt you'll continue your good work in Atlas." Qrow spat out in a mimicry of Ozpin's voice.

"Trouble in paradise? You're not from around here are you?" The barkeep asked as he handed Qrow's drink to him, pointing to Qrow's clothes that stood out from traditional Atlas wear.

"Work issues mostly, I'm from Vale, teach at… used to teach at Signal, got transferred to Atlas recently." Qrow said and downed his drink in one shot.

"Oh, you a huntsman then?" The barkeep smiled as he took back the empty glass.

"Yep, used to be more freelance but now I'm on contract with the army, damnit." Qrow complained.

"Hehehehe, we Atlessians get that a lot, most foreigners don't see a reason why the huntsmen academy has to be so closely tied to the military but the way I see it, it makes things more efficient, what with better cooperation and all. Here, on the house, as thanks for your efforts to improve our great nation." The barkeep passed another glass of higher quality liquor to Qrow and the professor accepted it with a quick nod of thanks.

* * *

"You know, this would be so much easier if you just authorised my transfer back to Signal." Qrow said as General Ironwood shook his head with a sigh.

"I tried, Signal denied the application. Evidently, with you here there's less headaches for them. In fact, they're pestering me to strike of the requirement that you're to return to Signal and teach a few classes every once in a while. So you're stuck here for the time being specialist Major Branwen."

"Damnit all. So, what you need me to do? School year hasn't started yet, got a Grimm killing mission or something?" Qrow decided to stow the complaints and just get to the point straight away.

"In a manner of speaking. The prototype Hammerhead destroyer is finished and ready for a test flight. It's equipped with the latest in combat tech and there's a Grimm infestation on the outskirts of Vale available for field testing." Ironwood said and handed a file with the details to Qrow.

"Okay, and where do I come in? I can't fly a ship." Qrow said as he started reading through the documents, his eyes glazing over at all the technical stuff he was expected to memorise.

"You? Fly the ship? Heavens no, I'm not trusting you with something that costs half a billion lien." Ironwood shot down the idea instantly.

"Gee, thanks for the vote of confidence boss, really feeling the love here." Qrow deadpanned and stared flatly at the general.

"So, if I'm not flying, then what am I doing? Manning the weapons? Maintenance? Cleaning? I swear if it's the last one I'm going awol."

"Yea… no. You're not touching any of the sensitive equipment. I already have team of well-trained technicians to handle the ship. As for gunners, there is a manual fire mode, but the Hammerhead is equipped with the latest AI control systems. The ship will be running on complete autopilot, there's no need for you to do anything except be on board." Ironwood said.

"Oh? That's… a real good use of my talents. Really, it is." Qrow muttered.

"Your talent for getting drunk won't be of use here I'm afraid, sorry to disappoint you. Regulations require an officer of sufficient rank aboard the test flight, unfortunately, all of my other officers are needed elsewhere and I'm busy preparing for the first semester in Atlas. That leaves you. Get on, sleep in your quarters if you must, but don't touch anything." Ironwood ordered.

"Meh, paid to sleep on the job, I can live with that." Qrow shrugged and accepted the assignment cheerily, Ironwood's ugly expression just made his day better.

"Can you be professional for once?" Ironwood growled out.

"I am being professional, you should see me when I'm off duty. Don't worry Jimmy, I'll make sure not to push any big red buttons inside the ship." Qrow saluted and Ironwood just sighed.

"Whatever, get out of my office. And please for the love of god, don't break anything."

* * *

Qrow idly flicked a piece of hard candy at wall and watched it bounce off and land perfectly on his tongue. "So this is the new hammerhead class airship eh? You'd think with the money they spent on this they'd be able to afford a better paint job, but nooo… everything has to be the same exact shade of grey."

Spinning around in his swivel chair, Qrow's gaze roved around his criminally under furnished quarters, trying to find something, anything to pass the time. A simple double-decker bunk bed, a desk and two chairs, that was all the furniture in the room.

And all of it was grey.

The sole source of colour in the room came from the single window, but with the Hammerhead cruising through the cloud cover, there wasn't much to see out there either. The 'Grimm extermination mission' if he could even call it that had already concluded. Nothing more than a small pack of beowolves, easily obliterated by a few shots from the main gun.

A complete let down in his opinion, and the only reason he wasn't sleeping off the boredom was because he'd slept on rough ground softer than the things Ironwood had the audacity to call beds.

Qrow glared balefully at his surroundings as he could feel the room leeching the positivity out of his soul. "Eerrhhh… at least the autopilot is great. No need to put up with noisy pilots complaining about drinking in the ship."

Pulling out the bottle of whiskey he had the presence of mind to smuggle aboard in advance, Qrow poured himself a shot to improve his mood. Feeling the liquid burn all the way down drew out a satisfied sigh from the man, crappy as the environment was, things could always be worse.

"At least this beats running around the countryside on missions for Oz. Now I just gotta sit back, relax and wait for this tub to bring me back to Jimmy-ah crap, I just jinxed myself." Qrow slapped his face for his misstep and waited for the universe to answer.

He received his answer in the form of a massive explosion that rocked the ship, alarms blared as several more smaller explosions followed up. Unprepared for the sudden turbulence, Qrow was thrown off his seat and landed with a painful thud.

"Ow, what the hell was that!?" Rubbing his behind to ease the pain, Qrow reached for his scroll to check the status of the ship and swore like a sailor. Nearly all of the ship's systems were offline and the it was being held aloft by a single engine instead of the usual eight.

The ship shuddered as another explosion rocked it, Qrow just sighed as his fears were confirmed. The sole green light on his scroll's screen turned red as the one good engine was critically damaged by whatever explosion that was. "And there goes the last one."

The ship went into uncontrolled freefall, intermittent explosions working to shake the ship to pieces with Qrow still stuck in it.

"Oh… I'm gonna be sick…" The veteran huntsmen was green in the face as he fought down the urge to upchuck everything he ate and drank in the last couple of hours.

Dragging himself towards the window in the zero gravity conditions by pulling himself along the furniture, Qrow gave the stricken airship slightly over a minute before it hit the ground given its current altitude.

Clinging to the windowsill with one hand, he tried smashing in the reinforced glass with the other. His eyes bugged out when steel shutters came down as soon as the glass started to crack, sealing off the window and nullifying his efforts.

"For fucks sake! Everything's breaking but the security system!? Oh this is going to hurt!" Pulling himself into a ball and focusing everything on keeping his aura defences up, he braced for the inevitable impact, bitterly cursing the fact that he stored Harbinger in the armoury instead of keeping it with him.

Qrow's world exploded into a riot of colours when the airship hit the dirt. The hull folded in instantly and the ship went rolling on the ground, sending Qrow pinballing around the rapidly deforming room.

His aura took the brunt of the beating except for a particularly nasty bounce where his left arm wedged into a crack in between the wall and the bed before being violently wrenched free. When he finally came to a stop, the man was bruised all over and cradling a broken arm.

"Ow."

Groaning in pain, Qrow pushed himself up with his good arm and crawled towards a rent in the side of the airship that sunlight was pouring through. The hole was just big enough for him to squeeze through, as he staggered through it, he felt a pair of small hands pull on his arm to guide him through the jagged edges safely.

A young blonde boy let go of his arms when he was safely through. The child staring up at him with wide blue eyes couldn't be more than twelve years old, about the same age as his nieces actually.

"Are you okay mister? I saw your airship explode and crash here." Jaune said as Qrow righted himself.

"I've been better. Stupid semblance messing with me again." He grumbled and made an effort to avoid swearing around young impressionable minds. The last thing he needed was child protective services called on him… again. Taiyang would never let him live it down.

"What's a semblance?" Jaune asked, rolling the unfamiliar word around to see how it felt.

"A semblance is a manifestation of one's soul, tied to your aura. Aura is something everyone has but is usually locked until it's unlocked by someone else or awakened by yourself. All hunters need to know how to use their aura to protect themselves and assist in their fighting and semblances grant a person special abilities unique to them that can be of great help… oh err just ignore that." Qrow laughed sheepishly as he accidentally slipped into lecture mode, having given more or less the same speech to Signal first years more times than he cared to remember.

"Cool! You're a huntsman then? Your… semblance? Allows you to make things explode!? Can I do that too?" Jaune fired off a series of questions and Qrow grunted, taken off guard by the sudden enthusiasm.

"Slow down kid, yes I'm a huntsman, my semblance causes things to explode occasionally, I don't think you'll be able to do the same as me but if you go to an huntsmen academy or join the army, you could learn how to blow things up there." Qrow heard a howl in the distance followed by several more and frowned.

'Beowolves, must be a whole pack at least, they must have been alerted by the crash. Damnit, I can't protect the kid and destroy the wreckage at the same time. And I can't just leave with the kid either, if the white fang or some other criminal group get their hands on this there'll be hell to pay.'

Qrow fumbled with his scroll in his good hand while he checked the status of the demolition charges stored aboard. "Hell yes they're still intact and ready to blow, score one for typical Atlas paranoia. I'll never complain about redundant backup systems again."

The veteran huntsman eyed the boy warily, the kid was off in dreamland muttering about explosions and academies. Getting him involved was risky and Jimmy would probably mount his ass on the wall for this, but it was the lesser of two evils.

"Kid. You like explosions?"

"Yup!" Jaune answered instantly.

"How'd you like to make a big boom?"

"Can I!? CanIcanIcanI!?"

"Sure, just follow the simple instructions on the scroll while I fight off the Grimm." Qrow handed Jaune the scroll and hefted Harbinger. The one piece of good fortune on this endeavour had been the armoury cracking open on impact and allowing his weapon to land nearby. If it was stuck in all that wreckage… good thing his semblance didn't screw with him on that.

Switching harbinger to scythe mode, Qrow gave the weapon a few test swings, it'd been awhile since he fought with it one handed, but distracting the kid with gunfire would be a quick way for him to mess up and initiate a system lockout, and that wouldn't end well for anyone.

As Jaune furiously mashed the keys on the scroll, Qrow watched the bushes for movement. A ruffle was the only warning before a large mass of black and white pounced at him, the beowolf ate a scythe blade for its efforts and Qrow batted the disintegrating corpse away from him.

Like that a dam broke and the Grimm started pouring out of the woodwork, rushing at him en masse. Their howls rang in his ears as Qrow struck down the closest ones, blade glinting in the firelight, death awaited all who approached.

An alpha beowolf was cut down when Qrow slammed his foot down on its head, sending it crashing to the dirt and flipped the scythe round, the edge resting under its neck, a simple pull and its head went rolling.

"How much longer kid!?" Qrow yelled as his wounds started to catch up to him. Any other day such a pack would be no issue for him but right now he just survived a crash and one of his arms was broken. For all his successes, he was being pushed back and the horde showed no sign of letting up.

"Uh… just a bit more… DONE! I think? Um it says armed and there's a timer. 10… 9… 8… 7…"

Qrow blinked and tossed harbinger as far as he could before turning and grabbing Jaune. He didn't even have time to swear as he hoisted the boy over his shoulders like a sack of potatoes and started sprinting like a bat out of hell.

As the countdown hit zero, the wreckage went up in a ball of heat and sound, the largest explosion Jaune had ever seen. As the heatwave scorched them and left him feeling sunburned, Jaune could only stare into the flames entranced, the terrifying Grimm that his parents had always warned him about evaporating into nothingness as they were all consumed in the cleansing fire.

"Cool…" Jaune whispered in awe and his first step down the way of the explosion was taken.

* * *

"Oh thank you very much, that hit the spot." Qrow said as he relaxed in his chair and slowly sipped from a mug of hot chocolate.

"Yes, yes, now what are doing here Mr bad luck charm?" Arthur Arc asked with a frown on his face, thoroughly unhappy at his son's near-death encounter.

"Would you believe me if I said bad luck?" Qrow shrugged before wincing as the broken arm in a sling shifted and sent a spike of pain through him.

"haaa… I hate it that that's a perfectly reasonable answer coming from you. Well, it doesn't matter, get out as soon as you can." Arthur said in a tone that brooked no compromise.

"Oh come on Arthur, can't an old friend stick around for a bit? I thought we were buddies." Qrow said, face falling slightly when Arthur didn't crack a smile.

"Emphasis on were, Beacon was a long time ago and I'm not an active huntsman anymore. I left that life behind for a reason Qrow, and I do not appreciate you putting ideas in my son's head." The Arc patriarch glared at his former schoolmate, more than a little ticked off at the man for giving Jaune the idea to try and become a huntsman.

"Is that so bad? Kid likes explosions evidently, and he wants to be a hero, what's wrong with wanting to be a huntsman?" Qrow asked.

"What's wrong? What's wrong with not wanting to bury my own child? What's wrong with not wanting my son to go through what I did? I buried my whole team Qrow, and you… your team lost Summer too." Arthur pointed out.

"That's… a low blow Arc." Qrow reeled back as though Arthur physically punched him in the face.

"There are safer careers out there for Jaune, he could always be a farmer or something. If he wants to be a hero and save lives, he could become a doctor. There's no reason for him to risk his life out in the field."

"Maybe, but if it's what the kid wants to do with his life are you going to oppose him all the way?" Qrow asked softly.

"He's twelve, what could he know about what he wants to do with his life? Children like him should be playing with their friends, worrying about grades, not thinking about taking up a lifelong suicide mission."

The two men sat in silence, neither really knowing what to say after that. Qrow was the first to break the silence. "Alright, I see your point, I assume you've at least been training him?"

"Training? Why would I do that? I'm not sending him out to fight Grimm." Arthur replied.

"You and I both know Grimm and bandit attacks can happen without warning. You can protect him now Arthur, but what about ten years down the line, twenty, when you're too old to fight anymore, or when he's far away from your protection?" Qrow fired back.

"Why are you so insistent on getting my son to be a huntsman? Hasn't there been enough death? I'm tired of losing people, I won't lose my son too." Arthur looked away to hide the brief flash of pain in his eyes as he recalled everyone he ever lost over the years.

"I'm tired too, I'm bad luck remember? Maybe I see potential in the kid, maybe I just want him to be strong enough to protect his own precious people. Well, I'm just the messenger in the end, the choice is his… and yours. Nice seeing you again after so long Arthur, I think I'll go for a walk, all this sitting around is killing my arm." Qrow smiled bitterly and stood up, making for the door.

Arthur Arc just sighed heavily as he heard the door close behind Qrow. He said nothing as his wife Victoria Arc came up behind him and started massaging his shoulders. "He has a point you know, we can't protect them forever."

"I know, I know… but…" Arthur sighed again.

"What should we do?"

"We could always leave it to Jaune to decide. It's not like he'll be a huntsman as soon as he enters one of those fancy academies, there's the combat school first and then one of the big four. There's always the chance he could change his mind along the way." Victoria offered.

"And what if he doesn't, what if he insists on being a huntsman? What then?" Arthur asked.

"Then, we be good parents and support our child in his endeavours, what else?" His wife said with a smile.

"Yeah… you're right."

"Of course I'm right, when am I ever wrong?" Victoria stepped back as Arthur rose from his seat.

"Excuse me for a bit, I need to go apologise to Qrow and then threaten him for a bit. He got the idea into Jaune's head, he's going to be responsible for training him up enough to make sure it works. If he doesn't, I'll break his other arm." Arthur promised.

"Ever the merciful one, if he doesn't, I'll make sure he never has a child of his own." The Arc matriarch said with a pleasant smile on her face, getting her husband to shiver slightly.

"You're scary you know that?"

"I have no idea what you're talking about. Now, don't you have a certain drunk to hunt down?"

* * *

Author's notes:

Here it is, Atlas Arc, a spinoff of the chapter Murphy's Law from Arc-ventures across the multiverse. Don't have a fixed schedule for updates, I'm just writing whenever the inspiration strikes and the chapters will go up as soon as I finish. Will have a couple of OCs to fill in for the people in Atlas until other canon characters start appearing later.


	2. Chapter 2

Disclaimer, I do not own RWBY

**Chapter 1: First steps**

"For it is through perseverance that we forge our path. Through endurance, we emerge from the darkness. Unbowed by our burdens, we claim our destiny, I release your soul and by my wings, lift thee." Qrow intoned as he unlocked Jaune's aura with his own.

"Whoa… I feel… tingly." Jaune said as he looked down at his hands, a shimmering white glow surrounding them momentarily before fading away.

"Yeah, that's aura for ya, as long as it's up, you're tougher, faster and stronger than before, but if it breaks you're back to being nothing more than a civilian. But geez, you have a lot of it." Qrow said as he rose to his full height, the Arc kid had more aura in him than anyone he'd ever met, a truly absurd amount actually.

"Aura… that's the thing that allows huntsmen to fight Grimm right?" Jaune asked, recalling the textbooks he'd been pouring through recently as well as the crash course his father had given him after he made clear his decision to enrol in Prometheus Academy in Atlas.

"Yup, it does a little more than that too but that's not important right now. What is important is that you start to get used to what you can now do." Qrow set his scroll to mute, ignoring the call from Ironwood for the time being. The general could scream all he wanted later, the crash wasn't his fault, but for now, making sure Jaune didn't end up killing himself was more important. The absolute last thing he wanted right now was for the boy's mother to come after him, that banshee was scarier than any Grimm he'd ever faced and twice as deadly.

"Ooo… so can I blow things up now!?" Jaune asked with stars in his eyes, eager to get to making pretty explosions everywhere.

"Yea… no. You won't be blowing anything up for a long time." Qrow shut down that dangerous idea instantly.

"Aww…" Jaune's face fell in disappointment and the boy started kicking at the dirt.

"Patience lad, causing things to explode is just step one of the uh… way of the explosion. Yeah, you got to make sure you can do step two as well before you even think of starting." Qrow said, steering the boy towards proper training before he did something stupid like creating his own bombs.

Jaune instantly perked up and stared intently at the huntsman, waiting for instructions. A small shiver ran down his spine as he recalled Ruby behaving eerily similarly the first time he showed off his scythe skill to his adorable niece and he knew he had to pick his words carefully lest he put the wrong idea in his head.

When he failed to do that with Ruby and the girl had gotten it into her head to try and craft her own scythe out of random kitchen knives and a broom… he could still remember Tai's terrified shrieking and the subsequent ass kicking of a life time.

"That's right! Step two and the most important step actually." Qrow paused for dramatic effect as Jaune leaned in closer.

"Running away." Qrow snickered when the boy actually stumbled and fell over, face planting into the dirt.

"What? What kind of step is that?" Jaune whined as he got back to his feet, dusting himself off and marvelling at the fact that he wasn't injured from the fall, his aura having taken care of it.

"The most important one of course. Making things go boom is easy, making sure you're not inside the boom is hard." Qrow said, face twitching slightly as he recalled Jaune nearly blowing the both of them up with the Hammerhead self-destruct.

"And the easiest way to do that, is to run away fast."

"But that's boring!" Jaune complained, folding his arms and pouting, Qrow chuckled again when the boy's actions were a dead ringer for Ruby whenever he tried bringing up hand to hand combat training. He should probably introduce them soon, it had to be worth a couple of laughs if nothing else and god knows that Ruby could use more friends.

"Maybe, but if you want to be a great huntsman and a hero, you can't skip on training." Qrow said.

"Okay…" Jaune reluctantly agreed.

"Now, your aura is unlocked, try to reach in and grab it, use it to empow-uh make yourself stronger and then start running around the track. Just keep going until you really can't run anymore. It's boring but it will help you grow in the future." Qrow instructed and grinned when the boy gave a small huff but started running around the empty field nonetheless.

"Yea sorry not sorry kid, your dad will kill me if I let you anywhere near live explosives right now and your mom will be even worse." Suppressing a shudder, Qrow stared at his still buzzing scroll and sighed heavily. The instant he picked up the call, Ironwood's loud voice started blistering his ears despite holding the device at arm's length and toning down the volume.

'I am so not looking forwards to the return trip to Atlas.'

* * *

"You're a piece of work Branwen, that ship costs more than you'll probably make in a lifetime." Ironwood rubbed his tired eyes as the man he held personally responsible for adding several weeks worth of paperwork stood in front of him.

"Wasn't my fault this time I swear…" Qrow protested, quietly leaving out the fact that his semblance probably had something to do with the disaster.

"Uh huh." Ironwood shot Qrow a disbelieving look.

"Really! I didn't even leave my room once, checked with the techs too, they said it was a flaw in the power coupling that caused the crash. Not my fault they didn't do their maintenance or fix the flaw." Qrow said.

"There are reasons why fixing the issue was put off-"

"Laziness, being a cheapskate, either or, maybe both. You might want to look into that." Qrow said cheerily, getting a blank stare from the general in exchange.

"As I was saying, the flaw was only discovered after the Hammerhead was 90% complete, at that time, it was judged that to try and fix it would cause a severe delay in the project as well as a massive budget overrun. The chances of it failing were miniscule at best and a chain of explosive failures practically non-existent." Ironwood bit out slowly.

"Yeah well lady luck is a bitch, trust me, I'm an expert on that." Qrow said as he drank from his flask, his other arm still wrapped in a sling.

"Forget it, the rest of the council is giving me enough problems over the debacle as it is, and Vale wants an explanation for the incident as well. I'm running out of brain cells to spare as it is, haa… anyways, your incident report indicates you involved civilians, care to explain?" Ironwood picked up the official report and gave thanks that Qrow could at least still fill out paperwork properly.

"Oh yeah, kid's a native from Gallia, saw me go down and pulled me out of the wreckage. Now before you start screaming at me, I will have you know that I had no choice in the matter, that was the only option left. Crash drew a whole buncha Grimm, only one good arm so I couldn't arm the self-destruct and fight off the horde at the same time." Qrow began and Ironwood's face fell as the general processed his words.

"You… you gave a civilian access to top secret military hardware… and a child to boot… are you trying to drive me to an early grave Qrow?"

"Eh, not like I wanted it either, my arm's broken in multiple places, and I couldn't just leave the Hammerhead there for any bandit or white fang member to pick up. In any case, kid's already applied to Prometheus, with some pointers and training from me, I wager he'd be in Atlas proper before too long." Qrow shrugged.

"Oh? You're going to be training the kid then? Do I have to call child protective services on you?" Ironwood said in a completely serious tone, getting Qrow to facepalm in annoyance.

"CPS again? God damnit, I'm a perfectly responsible and sa-okay maybe not so safe thanks to my semblance but the point is I don't need CPS busting my ass. And yes, I am going to be training him." Qrow growled out.

"Why exactly are you training this… Jaune Arc? Blonde hair, blue eyes… hmm he isn't another one of Taiyang's is he?" Ironwood asked as he took a closer look at the picture attached to the file.

"Hell no, thank god for that. He is the son of an old classmate from Beacon though, since I uh got the kid involved, his parents hold me responsible for his wellbeing, and that means training him up. If I don't… eh, let's just say you'll have a new competitor for the title Tinman of Atlas by the time his mother is done with me." Qrow said.

* * *

Jaune clutched his pack to his chest tightly as he entered Prometheus Academy's auditorium. Qrow had lived up to his words and managed to help him secure a spot in the combat school despite the late application and Jaune was now in Atlas.

He gulped lightly and wondered if he'd be able to fit in, many of the students milling around the place were here with friends of their own while he didn't recognise anyone. Then again, that was to be expected for an Atlas combat school, they were mostly locals and likewise, most Valeans went to Vale's own combat schools, not one all the way in Atlas.

Too late for second thoughts now though, he was already here and he'd be here for the next four years at least unless he graduated early. While Qrow had assured him that graduating wasn't a big issue, Jaune couldn't help but retain some doubts, more than a few of the students here looked like they'd already been training and had weapons of their own. All he had was some very basic physical conditioning from Qrow.

He was drawn out of his inner thoughts by a uniformed woman walking up onto the stage. "Good morning, I am Neil Aqua, headmaster of Prometheus Academy and I welcome all of you to this school. You are here to learn how to fight, how to protect others from the monsters that lurk in the shadows. Each and everyone of you has a gift, and here, you will learn how to harness it."

Jaune listened intently to the speech, hanging on to every word as some of the nervousness faded away. 'Right, I can do this, I'm here to learn how to become a huntsman and a hero, then I can make all sorts of explosions.'

* * *

Once the welcoming speech was over and the first years were released to their classes. Jaune wondered through the unfamiliar halls, completely lost and regretting his decision to not explore the campus earlier.

"1A, 1A… where's 1A?" Jaune muttered to himself as he tried to make sense of a map and orientate himself to no avail. He was so focused on the sheet of paper that he failed to look where he was going and accidentally ran into another student, bowling both of them over.

"Oof! Uh, sorry about that!" Jaune quickly got to his feet and offered the girl he knocked down a helping hand.

"Hi! I'm Jaune Arc, nice to meet you." Jaune smiled brightly and hoped he hadn't caused too bad of an impression on a possibly future friend.

"Um… nice to meet you too. You were looking for classroom 1A?" The mystery girl asked after accepting his hand and getting back to her feet.

"Yup, that's my class but I'm completely lost." Jaune admitted, his face fell when the girl just giggled at him.

"Have you tried looking up?" She pointed upwards and Jaune followed her finger with a confused look, that turned into embarrassment when he noticed the '1A' stencilled on a sign right above him.

"Oh uh… oops? I uh, wasn't paying attention." Jaune said, getting the girl to giggle again.

"Yes, I know. So we're classmates then." She said once the giggling died down.

"Oooh… so… no hard feelings?" Jaune asked, nervously scratching the back of his head.

"I forgive you. Come on, class is starting soon." She grabbed Jaune's arm and dragged him into the classroom, brown hair bundled into a ponytail swaying in the wind. As Jaune stumbled behind her, he just sighed in relief that he hadn't made an enemy so quickly into the start of a new year.

"Oh yeah, what's your name anyway?" He asked when he remembered that she hadn't introduced herself yet.

"Ilia, Ilia Amitola."

* * *

"So, how was your first day kid." Qrow asked once school let out and he was free to collect Jaune from Prometheus. Since Gallia was a long way off, there was no way for Jaune to return home after classes, as such, Qrow had managed to pester Ironwood into allowing Jaune to use a spare dorm in Atlas Academy.

"It was great! I made a new friend, but some of the lessons are so boring. Why do I need to learn about physics and stuff? I thought we were here to learn how to be huntsmen?" Jaune complained.

Once proper lessons had begun, Jaune's excitement had nosedived instantly. Sure, some of them weren't too bad, Grimm studies was interesting, especially when he could recognise the Grimm that attacked the airship crash site. The cool 3D hologram vids used to show off huntsmen wiping them out was also amazing, although the performance only rated and 8 out of 10 since there wasn't enough explosions going on.

The rest of the lessons though, not so hot. Math and science lessons were just as much of a chore as they were in the past and most of his classmates agreed, if the drooping eyes and occasional snores proved anything.

He'd have joined the snooze club but Ilia wasn't having any of that. Every time he started to doze off, she'd jab in the side and dear god did that girl have some sharp fingernails. Then she'd go off on a spiel about not slacking off and disappointing parents or some variation thereof.

She was in the right though so Jaune begrudgingly stayed awake for his lessons.

"Yeah, I thought those lessons were a waste of time too back when I was a student. Then I learnt the hard way otherwise." Qrow said with a rueful grin, thinking back to simpler times.

"Really?" Jaune stared at Qrow dubiously.

"Oh yeah, all that physics and math stuff doesn't seem important, up until you're the 'ball' in the example. Consider those lessons a good reason why there are some things you don't want to do… like fail to come up with a landing strategy for instance."

"Landing strategy?"

"Later, you won't be jumping off any high places any time soon, your mom and dad will never let me live if they find out I let you throw yourself off a cliff for practice. In any case, chemistry and dust studies would also be up your alley since you want to make big booms. All those lessons will eventually help you make not only a big boom, but the right boom for every occasion." Qrow said.

"But! That's a long way from now, you won't even be making your weapon till next year at least. And you won't even be sparring against your fellow students for a long while yet."

"But why!?" Jaune protested.

"Because, you're all kids and some of you haven't even unlocked your aura yet. The school may be training you to be huntsmen but that doesn't mean they'll throw you in the deep end immediately… or ever actually, that's what the big 4 is for." Qrow explained.

"I'm not a kid! I'm already twelve and I'm going to be thirteen this year!" Jaune argued and stomped his feet, causing Qrow to roll his eyes.

"Not helping your case Arc. But don't worry, with me as your part time tutor, you'll be blowing the competition out of the water soon enough." Qrow promised with a thumbs up.

"I get to explode my classmates!?" Jaune asked with stars in his eyes, getting Qrow to blink in surprise at the unexpected reply.

"Yea… no. It's just a figure of speech, no blowing up your friends."

"And what if they're not my friends?"

"As a teacher and responsible adult, I am legally obligated to tell you no, no exploding non-friends either. As your new self-appointed life coach, all I have to say is… don't get caught." Qrow said at last, recalling a few faces from his time in Beacon that he would have loved to punch if it wasn't for Summer and Tai dragging him off every time. Most of the big words flew over Jaune's head, but he did get the 'don't get caught' bit perfectly.

"Now come on kiddo, we got places to be and training to do-no, no explosives training, just more physical conditioning. If you don't have stamina, you aren't fighting your way out of a wet paper bag." Qrow chuckled again when Jaune's expressions did repeated one eighties, Atlas was dull as all hell but maybe with a protégé, life might not be so boring after all.

* * *

Author's notes: Wanted to create some OCs to serve as Jaune's friends in his new school but then I remembered Ilia existed. In canon, I'm pretty sure Ilia attended a normal school and not a combat school, but that's been tweaked for this fic. Prometheus Academy and Neil Aqua are original creations. Now, if you think the name's been chosen because it's in keeping with titan names like Atlas, you'd be incorrect, that's a lucky coincidence. Prometheus is named after the Prometheus school of running away from things, and Neil Aqua = Neil.A. Since my original one shot mostly fleshed out plot points after graduation from Atlas, the first arc of this story fills in everything before that. For the most part, it should be a slice of life style story while different characters get introduced.


	3. Chapter 3

Disclaimer, I do not own RWBY

**Chapter 2: Double, triple rainbows**

"Qrow wearing you out with training again?" Ilia gave Jaune a sympathetic pat on the back as the boy grumbled something unintelligible.

"Come on, wake up, it's combat class." Ilia prodded him in the side again and Jaune reluctantly raised his head. Tired unfocused eyes stared blankly ahead and his eye bags were heavy enough that he could pass for a panda faunus.

"Sleep… I need sleep…" Jaune mumbled repeatedly, the mantra being the only thing keeping him awake at this point paradoxically.

"What did he do to you anyway?" Ilia asked, taking note of the numerous bruises covering Jaune's body and several twigs and leaves still stuck in his hair. Normally she would have helped to remove the unwanted additions to his hairstyle but the thing was such a mess she didn't even know where to begin.

"Landing strategy practice." Jaune said after taking a moment to process the question.

"Landing… strategy practice? I'm almost afraid to ask, what exactly does that involve?" Ilia questioned.

"Nothing much. Him kicking me out a bullhead and me trying not to die. Then he pulls me up by a cable and we repeat." Jaune answered, getting a flat 'what' from his friend in exchange.

"Best way to learn how to land is to just do it according to Qrow. It's not like aura won't protect me from damage." Jaune shrugged, not really wanting to think about that experience or the bullhead ride. In all his glorious wisdom, Qrow had decided throwing him into the deep end by practicing even through a thunderstorm was a good idea.

"That's… h-how exactly did that turn out? You're not injured, are you? Do I need to ask Professor Grey to excuse you from combat class?" Ilia started inspecting Jaune again, looking for any sign of injuries that might require medical attention.

"I'm fine, just tired that's all. At least I found the most efficient landing strategy in the process." Jaune waved off the concern and yawned loudly, fighting to stay awake in class.

"Oh? And what is it?" Ilia asked out of curiosity.

"Just crash and walk it off afterwards." Jaune answered, it took Ilia a full minute to realise he was being serious.

"Jaune? That's not a landing strategy, that's just crashing." Ilia pointed out, wondering if the lack of sleep was affecting her friend more than she realised.

"Heh, you're starting to sound like Qrow. I actually lose less aura crashing at terminal velocity then I do trying to slow myself down on the trees and crashing anyway. Unless my semblance lets me fly or something, taking the express route down is the best strategy." Jaune chuckled in response.

"Uh huh, I'll take your word on that. You and your ridiculous aura reserves." Ilia said in a disbelieving tone.

"Wait. If you've been practicing landing strategies with the old drunk… what about your dust assignment?" Ilia's question made Jaune freeze mid-stretch, a look of horror crossed his face as realisation dawned on him.

"You forgot about it again, didn't you?" Ilia's accusation got Jaune to wince and laugh sheepishly.

"Umm… maybe?" He admitted.

"Haah… here you go, better get copying before it's due later." Ilia pulled out her own assignment and handed it to Jaune, the grateful boy started furiously copying the answers onto his blank assignment.

"Thanks Ilia, what would I do without you."

"Fail nearly all your classes, I think. Come on Jaune, knowledge on dust could help you make bigger explosions." Ilia rolled her eyes and sighed in exasperation, with Qrow as a mentor for Jaune his combat skills were far and away the best in class, unorthodox fighting style aside, sadly, the man's disdain for all things paperwork had rubbed off on his protégé.

At least she figured out quickly that she could use her friend's strange obsession with explosions to motivate him to work harder.

"My grades aren't that bad, still all this dust homework must be easy for you huh? With your parents working for the SDC and all that." Jaune said and missed the small wince from Ilia. The disguised faunus averted her eyes, allowing Jaune to continue believing her parents were researchers instead of miners in the SDC, as much as she wanted to spill the truth about her faunus heritage, she'd kept the secret for so long she couldn't even think of a way of broaching the subject now.

"Yeah… convenient… oh, I'm hanging out with the gang later, wanna come with?" Ilia offered in an attempt to change the subject.

"Thanks but I'll pass, I really don't like them." Jaune's face blackened at the mention of Ilia's other 'friends' and he used that term loosely.

"Oh come on, what have they ever done to you?"

"Nothing, I'd just rather not associate with racists thank you very much." Jaune's tone brooked no argument and Ilia just sighed.

"But you aren't even a faunus. And they're just cracking jokes, that's all."

"It's the principle of the matter, my dad always said out on the frontier, bandits and Grimm don't discriminate, and neither shall we." Jaune said curtly.

"Fine, strangeness of comparing yourself to bandits and Grimm aside, I appreciate the sentiment, but that's just how it is you know. This is Atlas, not the frontier, people don't really like faunus here." Ilia said, hiding just how much it stung to admit that fact.

"Then people are stupid." Jaune said flatly, any further discussion was cut off when the professor stepped into the room. Jaune reluctantly put away the dust class worksheets and fought to keep his eyes open as Professor Grey started speaking.

The combat instructor definitely lived up to his name, a completely nondescript man so average looking he'd be impossible to spot in a crowd. Grey suit, grey tie, grey shirt, grey pants, grey hat, everything about the man was grey, and his voice just droned on and on and on.

As Jaune propped up his head with his hands to keep it from thudding into the desk, he overheard several of his classmates discussing if the professor's ability to suck the life out of the area was his semblance or some other kind of witchcraft.

Jaune's eyes glazed over and he would have started snoring if it wasn't for Ilia poking him in the side with a pencil. "Pay attention, Professor Grey is talking about the upcoming interschool tournament."

"Hmm? What has that got to do with us? That's mostly for graduating students isn't it? We're just finishing our first year, no way we're entering." Jaune yawned again as Grey continued droning on in his monotone, several of the students in the back were already happily snoring away and Jaune envied them greatly.

"Right, and that covers the sign-up procedures for the tournament. This year though, there's a new doubles category, it's a series of mini tournaments with one team per school instead of a full one since it's still in the testing stage. Consider it a series of exhibition matches, every grade is required to send two representatives to face those from the other combat schools. Representatives will be decided by your performance in previous sparring matches as well as today's doubles." The professor's words sparked a flurry of excited whispering from the students who were still awake, filling the classroom with more energy than anyone could recall.

Jaune slammed his head against the desk and grumbled incoherently, Ilia shook his shoulder sympathetically and failed to supress her grin. "You were saying something? You know that means you're probably going to represent the first years, right?"

Jaune glared at her with one eye and her smirk just widened. "Haha, very funny. There are others stronger or more skilled than me you know. Heck, you're still better than me even with Qrow training me."

"I did have a head start on training, and Mr Branwen was nice enough to give me some pointers too. But, ignoring power and skill, you're good at winning, and that's what counts." Ilia said.

"You know Qrow hates it when you call him that. And I'm not that good at winning, people just don't like fighting me for some reason so they chicken out." Jaune groaned and returned to staring face down.

"Gee, I wonder why no one wants to fight you Mr I have a taser and I'm not afraid to hit between the legs." Ilia pointed out and Jaune gave a single grunt as a response.

"In any case, you will be fighting in that tournament." Ilia promised, when Jaune looked up, he really didn't like the look on her face. That smile was the sign that she was about to drag him into another one of her schemes.

Before he could stop her, Ilia had already raised her hand and was shouting at Professor Grey. "Professor! Jaune and I want to participate in the doubles as partners, we'll go first today!"

"Ah. Excellent initiative Amitola." Grey nodded and made a few notes in his clipboard before going back to sorting out the other pairs for the day's matches.

As Ilia lowered her hand, she gave Jaune a cheeky smile as the blonde glared at her with all his might. "I hate you so much right now."

"Ah, love you too Jaune!"

* * *

Qrow chuckled as Jaune crumpled to the floor wheezing from a well placed kicked to the sternum. "Getting better, but not good enough."

"Y-you're a sadist!" Jaune grunted out as he struggled to suck in precious life-giving air.

"What's that? Is that the sound of someone asking for more intensive training? Why, happy to oblige!" Qrow said cheerily, waiting for Jaune to crawl to his knees before lashing out with a kick, aiming to knock the boy back down.

He laughed happily When Jaune caught his foot and used its momentum to pull himself up for a counterattack. The attempt to stab the back of his knees with a combat knife was excellently improvised… even if it failed to work on Qrow.

Qrow's other foot caught Jaune in the face, sending him stumbling back again. "Come on, come on, you can do better than that."

Qrow's taunts were cut off when Jaune hurled a handful of sand into his eyes, blinding the huntsman temporarily and drawing out a curse. Charging in with his knives, Jaune attempted to sneak them past the gaps in Qrow's defences and land a clean hit.

The next thing he knew, the world was upside down and he was flat on his back after being flipped by his teacher. "Nice try kid, but still too predictable."

"How!? You were blinded!" Jaune yelled as he got back up.

"Yes I was, and then you thought the holes in my defences were caused by your little distraction. Did it not occur to you that I might have left those gaps there just so you'd take them? I don't have to see your attack if I know how it's going to go down." Qrow chided as Jaune grumbled. The man took a look at the orange, slowing fading to indigo, sky and decided to call it a day.

"That's enough for today I think, it is getting late. Now what's this about joining a tournament?"

"Ilia signed us up for the interschool competition, first year reps for the new doubles exhibition matches." Jaune said, sheathing his knives and stretching to work out the kinks in his joints.

"Oh yeah, heard old Jimmy mention something about that. Make sure you win it." Qrow's words got Jaune to blink in surprise before he narrowed his eyes and stared at his mentor suspiciously.

"You… want me to win? I thought you hated tournaments."

"I hate the mentality it breeds. All show and no substance after a while. But! Ain't no way in hell any student of mine is taking anything except first place. It looks bad on me." Qrow said with a bright smile. Jaune sighed and shook his head in exasperation.

"Of course that's what you're thinking about. But… I'm not sure my weapon will be ready in time. I guess I can ask dad to lend me Crocea Mors for-" Jaune said but Qrow cut him off with a simple headshake.

"And what training do you have with a sword and shield Arc? Even if your weapon was ready in time for the fights, I'd ask that you not use it. You're not familiar with those weapons and you could wing it but it's best if you stick to what you know for now. Just remember rule one of combat."

"Never give your opponents a fair fight. It's just… Ilia already has her weapon, most of the first years do and I'm still stuck trying to work out design problems." Jaune hung his head in disappointment.

"Yeah well you kind it brought it on yourself trying to cram in so many things into one weapon. You know, most huntsmen weapons aren't anywhere near as complex as what you're trying to make, and those that are, are usually revisions or upgrades of the original." Qrow said as he recalled seeing Jaune's original design which honestly read more like a wish list than an actual weapon blueprint.

A mechashift lance with a cannon and minelayer installed, he'd hand it to the kid, Jaune Arc was nothing if not ambitious when it came to his passions.

Jaune kicked at the dirt and sighed, there wasn't anything he could do to fix the weapon issue now, he'd just have to go in with what he had… and what hadn't been expressly forbidden by the rules of the tournament. "I still can't believe they banned using pure gravity dust."

"Heh, they banned it because you're not the only one who thought of that idea." Qrow chuckled.

"I haven't even explained my plan! How would you know?" Jaune protested and Qrow's sniggering grew louder.

"Nah, some things don't need explaining. In a real fight, sure use whatever you want, but in a tournament, some things are a no go even in a place where one hit KOs are accepted. Chief among them are stuff like using gravity dust to float your opponents out of the ring or weigh them down so much they can't move and get disqualified by default." Qrow smiled at seeing Jaune deflate, clearly having hit the nail on the head.

A borderline one-track mind when it came to achieving victory, Qrow wondered if all blondes were like that. Yang and Tai were both of the hit the target until it stops moving variety while Jaune and a certain other blonde were of the exploit everything until victory mindset.

Idly he wondered what would happen if he introduced Jaune to Glynda, the one personally responsible for those rules in the first place after her team's 'victory' during their first and only Vytal festival tournament.

Round one, increased gravity to pin targets and shoot them from far. Round two, creation of a gravitational pull perpendicular to Remnant's natural gravity, ensuring targets can't stand right, then shoot them from far. Round three, zero gravity zone and wind dust to push them all out of the field. Final round, singles match, Glynda just used her semblance to pick up her opponent and toss him out of the ring as soon as the bell sounded. She didn't even move once.

That infamous tournament went down in history as the whispering festival, mainly because instead of cheers for the victors, they got nothing but hushed whispers instead. After the Goodwitch Slaughter as some pundits called it, the tournament scene underwent a major shakeup with many, many rule patches coming in to try and prevent a repeat performance.

Glynda was also summarily banned from all future tournaments due to her blatantly unfair semblance that was nigh impossible to balance. Although legend has it that the ban was actually retaliation for all the extra paperwork she dumped on the officials.

"In any case, I expect you to bring home the gold, because it's not just me watching, your parents will be as well, and I'm not the one going to explain to them why you got your ass kicked. Oh and uh… try to keep your tactics safe for work yes? Too underhanded and you might jeopardise your entry to Atlas… and you'll have to explain to your mother, I will _not_ be there to save you." Qrow said.

Jaune shivered lightly at that thought and mentally shelved his ideas for some of his more diabolical plans. Those could be used when there were less witnesses around. "Wait, you're watching?"

"Of course I'll be watching, outside of our spars and the few times I see you fight against Amitola, I haven't really had a chance to see how well you do against other opponents. This will be a good chance to see how much I need to increase your training." Qrow said and ruffled Jaune's hair.

"Don't you mean _if_ you need to?"

"Hahahahaha… I know what I said."

* * *

Jaune took a deep breath and winced when the action caused his right side to start hurting again, he could feel the bruise already forming where he'd been shot at point blank range with a shotgun.

"You good Jaune?" Ilia asked as she reloaded Lightning Lash with more dust. She heaved a small sigh of relief as he nodded back, a quick check of their aura status indicated both of them had just over sixty percent left, while their next set of opponents were at full charge.

"I won't like waking up tomorrow, but for now I'm good. Hoo boy, we really drew the short straw this time." Jaune grumbled at their current situation. With the way the brackets had been drawn, they were fighting in the second semi-final match and the final was scheduled just fifteen minutes after, barely enough time to catch their breath, let alone recover lost aura.

"Tell me about it, got any plan for them?" Ilia asked as Neon Katt and Flynt Coal stepped onto the stage. The cat faunus was just dancing around on her roller skates leaving a rainbow trail behind while her partner was more reserved, simply twirling his trumpet in hand.

"Oil slick ready for deployment, just need to set it up. Katt's a close ranged fighter, I have a spray that would work on her." Jaune said.

"You carry an oil slick with you now? And what kind of spray exactly? It's not _that_ is it?" Ilia stared at Jaune and wondered if she should give Neon a warning about what Jaune was planning, there are some things you just don't do to a faunus, but then Jaune never did get the memo on acceptable conduct in battle.

"Improvised oil slick, normally fuel for my incendiary series, but loosen cap and instant puddle. And yes, of course it's that, she's a faunus, it'll be super effective." Jaune answered.

"Can you… er… avoid using it except in a last resort? It's cruel and unusual punishment." Ilia said, sweat dropping and offering a silent prayer for her fellow faunus.

"We'll see, if I need it to win so be it." Jaune said and the partners fell silent, counting down the seconds till the start of the match. Calming himself down and tuning out the roaring crowd, the world faded away until only the battlefield remained.

Jaune held one knife in his right hand while his left reached for his grenade pouch. By his side Ilia switched Lightning Lash into its sword mode and slipped into a combat stance. As the tension thickened to a point where you could cut it with a knife, it suddenly snapped with the sound of the bell.

Neon surged forwards, propelled by Flynt's trumpet blast, becoming a speeding rainbow headed straight for them. Jaune and Ilia separated, both leaping to the side to avoid being bowled over.

"Too slow, too slow! Nyeh! Who you trying to hit?" Neon stuck out her tongue as she dodged Ilia's lightning blasts with her speed.

"Hold still! Jaune, can you slow her down!?" Ilia called out as Neon dodged away again.

"Gimme a sec." Jaune called out as he stabbed his knife into the ground, anchoring him in place to avoid being blown away by Flynt's attack. Once Flynt had to pause his attack and take a breath, Jaune started tossing grenades everywhere, blowing up the field and creating uneven ground to hamper Neon's mobility.

He started sprinting away when Flynt started playing on his trumpet again, the wind blast wrecking the area he just vacated. "Switch, I can't deal with Flynt right now, that trumpet will just send my bombs back at me."

"Got it." Ilia called out as she swung her whip and missed Neon again, hissing when her arm was frozen solid by Neon's nunchakus. Smashing the ice shell to pieces with her other arm, she tagged out with Jaune. Lightning blasts forced Flynt to sidestep and halt his attack while Jaune's seemingly endless supplies of grenades and proximity mines kept Neon away from them.

"Sheesh, how many bombs do you have on you, and why are the booms so big?" Neon asked as a grenade flew overhead, detonating with a larger than expected bang and leaving another blast crater on the floor.

"I'm going to be a demolitions expert one day, as to the big booms, hahahaahah… they're Stielhandgranates left over from the great war. I swapped out the handles for hollow pipes filled with wind and fire dust." Jaune said, distracting his opponent from noticing his sleight of hand with the incendiary grenades, the oil spill was almost ready to deploy

"So it's a pipe bomb? You put a grenade on another grenade? That's… so… AWESOME!" Neon cheered excitedly as she sped towards Jaune with her weapon raised.

"Glad you liked it, have some more." Jaune tossed the last two hand grenades at her, they came up short and detonated right in front of Neon, throwing up a cloud of dust and rubble. With her vision cut off, Jaune put his plan into motion and emptied every incendiary grenade he had on him at the same time, creating a slippery oil field.

"You missed! Ahahahhahaaaaaahhhhhhh!" Neon's laughter transformed into a shocked cry when her roller skates lost traction the instant she pushed through the smokescreen. Losing control, she skidded on the floor and fell over in a heap, coming to a stop right at Jaune's feet.

"Ehehhehe… hi?" Neon gave a wave as she tried to shake off the sticky brown liquid coating her, the stench to it was familiar but she couldn't quite place it, at least not until Jaune waved a lit match.

"You lose." Jaune said as he dropped the match and jumped away, the entire area ignited in flames with Neon right in the middle of it. Given that he used himself as live bait, he didn't escape completely unscathed, stamping out the fire on his shoes, Jaune noted the aura meter and saw that he was down to just over 30%. Neon was at 55 and dropping rapidly thanks to being completely covered in flames.

He didn't have the time to celebrate his almost victory however, a heavy weight slammed into him from behind and his ears were blistered by awful trumpeting. Sent flying from the impact and blown even further away by Flynt's attack, he hit the dirt hard.

"Guh, sorry about that Jaune." Ilia said as she picked herself up painfully, her battle with Flynt had been going well up until he pulled out his semblance. With four Flynts arranged in a firing line, there was no place for her to dodge his attack.

"It's fine… ah… do I have a concussion? I see four of him." Jaune shook his head to clear out the stars when he noticed four Flynt Coals readying for another attack.

"That's his semblance, three copies that mimic his moves with a slight delay. All of them can attack with the same level of power." Ilia replied as she grabbed Jaune and leapt to the side, avoiding the blast of wind that tore up the field.

"Sheesh, talk about overpowered. Imagine being able to quadruple the number of bombs I have." Jaune said in a dazed tone and Ilia started shaking him to get him back in the game.

"Not the time to be thinking about your bombs, we need to stop them."

"Them?" Jaune was confused for a brief moment until he noticed Neon back on her feet, clothes and hair burnt pretty badly but not out of the fight yet. He cursed when he realised Flynt must have used his attack to blow out the flames covering Neon.

"Damnit, if only I had napalm to use for this." Jaune complained as his hard work was extinguished right before his eyes.

"We've been over this Jaune, usage of napalm is banned outside of an actual warzone, that was one of the concessions made after the faunus revolution." Ilia said.

"I get it, I get it, it's just… haaaah… never mind, I'm almost out of explosives so I'll have to use the spray after all." Jaune said, never taking his eyes off their opponents even once. Both sides were taking advantage of the momentary lull in the fighting to catch their breaths and ready for round two.

"Just keep it away from me when you use it." Ilia said with some trepidation.

With an unspoken signal, the fight was on again. Flynt's killer quartet activated and the four copies of him sent a solid wall of sound towards Jaune and Ilia. Neon rode the wave straight towards Jaune, eager for some payback.

This time instead of resisting the blast or trying to avoid it, Jaune and Ilia jumped backwards, following Neon's example and using the wind to push them backwards until Flynt's attack had lost most of its bite.

With Flynt now too far away to have a significant impact, it was a two on one fight but Neon still managed to hold her own with her speed. Dashing around the two of them, leaving her rainbow trail and ice wherever she landed a hit.

"Well hot stuff, time for you to cool off eh?" Neon laughed as she froze Jaune's right arm in a solid block of ice, throwing off his balance enough for her to kick him in the face.

Jaune growled and got back to his feet, smashing the ice on the ground to shatter it and free his hands. Ilia's lightning blasts kept Neon at bay until he'd recovered fully.

"She's really not happy with you, is she?" Ilia commented as she noticed Neon almost exclusively targeting Jaune.

"I did set her on fire." Jaune said and ducked under a pair of glow sticks, narrowly avoiding having his head frozen. Out of the corner of his eyes, he noticed Flynt getting into position and had his trumpet at the ready.

"Oh, idea, Ilia, start running, Flynt's gonna blow his trumpet and I'll just rupture the spray, no way Neon's dodging that." Jaune grinned and Ilia paled, she uttered a small curse before sprinting away fast, no way in hell was she becoming collateral damage.

"Eh? Your partner's abandoning you?" Neon came to a stop and raised an eyebrow at Ilia's mad dash to safety. She was content standing where she was, with Jaune stuck between Flynt and herself in a pincer, Jaune wouldn't be escaping any time soon.

"Tell me, you're a faunus, do you have an enhanced sense of smell?" Jaune asked, one hand slipping into his pouch and unscrewing the cap on his spray bottle.

Neon narrowed her eyes, keeping track of Ilia out of the corner of them, watching for any surprise moves from her. "You're stalling, fine. But yes, I do, it's not as strong as some people think though."

"I see… pity. But you lose anyway." Jaune said as he heard the sound of the trumpet, whipping his arm outwards and emptying the contents of the bottle into the air, allowing Flynt's trumpet blast to send it straight at Neon. Kneeling down, he stabbed his knife into the ground as an anchor and watched as Neon's confused expression transformed into one of abject horror.

"AAAAAHAAHHHHHHHHHHHHHHHHHHHHHHHH!" Neon screamed as her world exploded into pain. Her eyes were burning from whatever was in the spray and her nose was in pure agony from the horrifying stench attacking it. Trying to cover her face or claw at it was an even worse idea, since it just pushed the spray deeper into her nostrils.

"NEON! What did you do to her!?" Flynt yelled out when he saw his partner go down and start convulsing.

"You like? Home brew pepper spray with extract of rotting eggs and some skunk." Jaune gave a thumbs up at the revulsion written all over Flynt's face. Whatever reply Flynt was going to give would forever remain unknown when Ilia took advantage of his distraction to nail him with repeated lightning blasts, dropping his aura down to zero and knocking him out of the battle.

Behind Jaune, Neon had already stopped convulsing, unconscious from the assault on her senses despite still having some aura left.

Jaune exhaled a tired sigh and stumbled forwards, he would have fallen if not for Ilia catching him at the last second. "Did we do it?"

"Yeah, we did." Ilia confirmed as their victory was announced. She shifted her grip on Jaune into one that would be more comfortable for him when she noticed he was already unconscious, his exhaustion from planning and fighting finally catching up to him.

"Heh, sleep well Jaune. What would you do without me?"

* * *

Author's notes: Not sure if there's a concrete answer on how long schooling lasts in Remnant but I'm running on a system of 4 and 4. Combat school lasts for four years, covering the ages of 13 to 16. Huntsmen academies go for another four years, so 17 to 20. Since Ruby is 15 at the start of the series and already has her weapon, I'm going on the assumption that students build or buy their weapons some time near the end of their first year to the start of the second in combat school. Fun fact, Amitola and Arc both refer to rainbows, and since Neon is here, there are three rainbows in this chapter, nice coincidence I only found out after I wrote the chapter.


	4. Chapter 4

Disclaimer, I do not own RWBY

**Chapter 3: Corvus**

Taiyang hummed happily as he did some light gardening work. School was out and his daughters were back home for the holidays _and_ willing to help out with housework for once. The sun was shining, the birds were singing, Qrow wasn't halfway around the world and not here to bother him. Oh, and the sound of someone cursing Qrow's name was growing louder by the second, life was good. Taiyang paused his yard work and paused at the last point. "What?"

"LOOK OUT!" The cry came from above and Taiyang craned his neck upwards and blanched when he saw a fellow blonde hurtling straight towards him.

"Oh shi-" Taiyang had just begun to throw himself to the side when Jaune crashed into him, headbutting him and sending both of them tumbling.

"Haahahhahaha! Headshot!" Qrow laughed as he landed shortly after, far above them, the bullhead they'd been riding on continued on its way towards Patch's airport.

"Qrow you son of a bitch! What the hell was that!?" Taiyang roared as he stood up, several feet away, Jaune lay on the ground groaning, waiting for his ears to stop ringing.

"A questionable landing strategy that's what." Qrow sniggered as Taiyang started growling.

"What are you doing here anyways, shouldn't you be in Atlas?"

"It's the holidays, I'm home free!" Qrow gave a thumbs up and his grin widened when Taiyang started scowling.

"Damnit, just when I thought I could get some peace and quiet… who's the kid anyways, do I have to call CPS again?" Taiyang glanced at Jaune, relieved that the boy looked okay despite the crash.

"He's my new protégé, I told you about him in a letter remember?"

"I thought you were joking… now where is that number, I know I have CPS on speed dial." Taiyang pulled out his scroll and started leafing through the numbers before it was snatched out of his hands.

"Whoa, no need for that. Kid's fine, he's the one who insists crashing is a valid landing strategy." Qrow said with a shrug.

"What?"

"He's an aura monster, so he just crashes and walks it off. You're just unlucky to be in the way. Might have been my semblance again." Taiyang glared suspiciously at Qrow, there was a lie in there somewhere.

"Lies! I saw you aiming before you threw me off the ship!" Jaune shouted out, one finger pointed accusingly at Qrow.

"Oh, he did, did he?" Taiyang narrowed his eyes and cracked his knuckles before advancing on Qrow.

"Whoa, whoa, whoa, let's not be hasty, we can talk things out." Qrow raised his hands in a calming gesture and started backing away.

"Talk to the fist!"

* * *

"So, why are you here really?" Taiyang asked as he sipped from a cup of coffee. The two of them were seated in the shade while Jaune and yang were sparring in the backyard with Ruby cheering her sister on.

"Training and a mission. I'm here to get the kid some combat experience against the Grimm. Then I'm off bandit hunting." Qrow said in between sips from his flask.

"Bandit hunting? Really?" Taiyang stared at Qrow with mild disbelief.

"Yeah, they been hitting SDC supply trains bound for Vale recently. Grimm activity is also picking up, probably thanks to you know who, bastards have been using the Grimm as cover for their attacks. It's not an issue yet but Atlas wants a message sent, guess who's playing messenger now?"

"Hmmph, tough luck. Next SDC train is inbound in five days I think?"

"Yep, enough time for the boy to get his feet wet against the Grimm before I send him onwards to hom-ARC, WHEN I SAID USE YOUR HEAD I DIDN'T MEAN SMASHING YOUR SKULLS TOGETHER UNTIL YOU'RE BOTH DOWN!" Qrow yelled as both Jaune and Yang collapsed, somewhere along the line, their sparring match had turned into an all-out brawl before finishing as a contest to see which of their skulls were harder.

"Hmm… you think he's ready to face the Grimm?"

"Probably not, that's why I'll be around to intervene if needed. There should be some nevermores around here I can sic him on. hehehhe… it ought to be good for a couple of laughs." Qrow shrugged before returning to yelling at his pupil about his performance.

"Hmm… you mind taking Yang along? She's been bugging me to let her fight some actual Grimm recently, too good for dummies and practice bots now. You lot could Yang out together eh?" Taiyang grinned as Qrow facepalmed hard.

"No. Puns. _Please._ But fine, I can take her along."

* * *

"That's… a lot of Grimm." Jaune muttered as he stared over the edge of the cliff at the nevermore nest below them.

"Aww… and we don't have our weapons with us, uncle Qrow, you didn't bring us here just so you could show off did you?" Yang placed her hands on her hips and glared at the chuckling drunk.

"Nah, you'll be clearing out that nest all by yourselves. I won't be helping unless I think you need it." Qrow said as the two teens stared at him in confusion.

"But we don't have our weapons? You didn't even let me carry any of dust bombs Ilia helped me make." Jaune said, as per Qrow's instructions, all their equipment was back at the house.

"I know, consider an exercise in learning how to defend yourselves when you've been caught with your pants down. Try not to have too much fun you two." Qrow grinned and his semblance activated, the ground beneath Jaune and yang crumbled away, causing the two of them to fall over the edge screaming.

Right into the nest of Grimm.

Qrow chuckled and chugged from his flask as the sound of combat, screaming and Grimm dying reached his ears. The two of them had aura and the nevermores in this particular nest were all young and weak, enough to provide a challenge but not too difficult to be considered 'risky'. But just in case, Qrow kept one eye on the scroll displaying their aura levels.

Down below, the two blondes were of a vastly different mindset than Qrow. Without their weapons and on unstable footing, the two of them were left with trying to kill flying enemies with nothing more than their bare hands and feet.

"Gah! Stupid drunkle Qrow!" Yang cursed as she punched away several tiny nevermore hard enough to kill them. Stomping down on a nevermore that had ended up beneath her boot caused the entire nest to rumble and Jaune to stumble back into her.

"Ah shit! Sorry!" Jaune yelled out his apology as he warded off several feather bolts aimed for his face. Grabbing the Grimm responsible for the barrage in one hand, he pulled away from Yang and started bashing the Grimm against the rocky wall until it turned to dust in hand.

Their auras flared as several nevermores divebombed them, bony beaks stabbing at any exposed bit of flesh they could reach. There was a brief yelp from Yang as one of the nevermores bit down on her hair and pulled hard, it fell away with a lock of blonde hair still trapped in its beak.

Yang stilled and reached for her hair, feeling the area where it had been torn free. Rage blossomed in her heart as her prized hair was damaged. She let out an inarticulate yell and started kicking and punching in earnest, her once lilac eyes now burning red. Her flaming hair left a blazing trail amidst the black and white as she tore the Grimm horde a new one.

"What is-your hair is on fire!" Jaune's eyes were the size of dinner plates as he came to the conclusion that his new friend was currently burning to death in front of him. The nevermores in hand disintegrated when he squeezed their skulls hard enough to pop them.

"My hair is what?" Yang paused in her rampage to look up at her burning mane. Another inarticulate roar of pure fury left her as she went berserk. Jaune tried and failed to get her to calm down, the Grimm just wouldn't stop attacking and the more they did, the angrier Yang got.

Jaune cursed and returned his attention to the Grimm swooping down on his head, pulling several out of the air and hurling them back at the comrades, killing both at the same time. 'Okay… this is fine… Yang's aura must be keeping the fire from burning her. This is fine, we just need to kill all the Grimm here and then put out the fire. Everything is fine…'

As the Grimm numbers started depleting, a new problem arose, the first warning sign being the sound of distant wingbeats. The two blondes paled when they looked up, a giant nevermore was bearing down on their position, a tidal wave of spear like black feathers heading their way.

"This is not fine! NOT FINE!" Jaune screamed as the two of them hit the dirt and covered their heads with their hands in an effort to take cover from the barrage. All around them, nevermore died and dissipated, victims of friendly fire.

Once the barrage subsided, giant quills were embedded everywhere but fortunately missing the two of them. Yang's hair had stopped burning and her eyes were back to normal, there was a small tremor in her voice as she looked at Jaune. "W-what do we do now?"

"Wait for Qrow?" Jaune offered with a helpless shrug. Any response Yang was about to make died when a large shadow enshrouded the both of them, the giant nevermore was overhead and diving towards them with talons outstretched.

Jaune and Yang were about to resign themselves to their fate when the Nevermore staggered in the air as though struck by a great force. The sound of a shotgun blasting could be heard over the winds and cries of the Grimm.

The edge of a scythe came down around the nevermore's neck and with a violent wrench, cleaved straight through it like a hot knife through butter. Qrow landed on his feet right in front of the two stunned teens as the Grimm's corpse finished disintegrating inches away from landing on top of them.

"Well, that was a fun exercise wasn't it kiddos? Giant chicken's dead, firecracker's got her semblance and I'm hungry, what say we go back for dinner now? Tai should be expecting us." Qrow said with a disarming smile and his charges just nodded silently, too out of it to respond.

* * *

Qrow rubbed his black eye and hissed as his fingers prodded a particularly sore spot. Taiyang had not taken his 'training exercise' very well and made sure his displeasure was very clearly communicated.

Harbinger rested in his lap as he sat hidden in the branches of a large tree. The SDC train bound for Vale would be passing beneath him shortly, carrying with it a 'precious' cargo of rock and sand. The actual dust shipment was being transported by another route while the train served as bait. Even if the bandits somehow made off with the shipment with Qrow around, all they would get was a whole lot of nothing.

As the distant rumble of the incoming train grew louder, Qrow scanned his surroundings. The woods were quiet, no sign of any Grimm or bandits to be found anywhere. Just the rustling of leaves in the wind and the evening sun setting in the background.

Qrow fiddled with his flask before putting it away and grabbing his weapon. Morphing into bird form, he took flight and then landed on the roof of the train once it passed below.

For the next fifteen minutes or so, the ride was peaceful, Qrow ignoring the rumbling beneath him with practiced ease. He was starting to think the train would make it to its destination without incident when it happened.

Several dozen beowolves poured out of the tree line, backed up by five lumbering ursas that charged in from the front. Qrow's bird eyes narrowed at the sight of the Grimm, huntsmen instincts screaming at him to engage the Grimm and keep them away from the train.

Pushing the urge to attack down, Qrow allowed the train's mechs and automated turrets to handle the incoming Grimm threat. He was here to deal with the bandits should they show up, as far as anyone was concerned, this train was unmanned. If there was a leak somewhere, the raiders would not be expecting him since the order to sortie had come from Ironwood himself and was completely off the record.

As gunfire poured from the train and the Grimm wilted under their assault, a sense of unease ate away at Qrow. Grimm activity had been spiking and the monsters were growing stronger in recent years, but even so, the toughness these Grimm were displaying was unnatural. Their bone plating and the markings on them were distinct from the local subspecies of Grimm, farm more resistant to bullets too.

The train shuddered as the Grimm wave smashed into it, metal plating buckling and giving under the force of the impact. Qrow took to the air again as the shaking threatened to throw him off the roof. And it was just as well that he did, when the train slammed into the Ursas in the front, the Grimm died on impact. But the damage was done, the sudden obstruction coupled with the beowolves slamming into one side of the train was enough to derail the transport.

Qrow mentally winced at the destruction below him, if there had been any actual unsecured dust containers aboard that train, things would have gotten messy. The gunfire pouring from the train diminished as some of the automatons were destroyed in the crash and the few that remained were picked off by the surviving Grimm that had gotten inside the vehicle.

When the last droid went down, crushed by a beowolf's bulk, the four surviving Grimm turned their attention to ripping apart the train from the inside. Qrow flapped his wings as he landed on a nearby tree to watch the proceedings, there was still no sign of the bandits.

That changed when the shadow of a bullhead crossed overhead. The unmarked airship was a black mark against the indigo sky as several windows opened up. Gun barrels popped out and opened fire on the surviving Grimm, scything them down from the sky where they had no way of countering.

Once the Grimm were dead, several hatches opened up and ropes were pushed out the door and bandits started using them to fast rope down. Qrow watched as they scurried all over the wrecked train like ants, eager to get at the expected goodies inside. Like the bullhead, they bore no identifying marks, nothing to identify them as part of any known criminal organisation and the huntsman wasn't sure whether to be glad or worried at this point.

Their timing was too on point, coupled with the strange Grimm and the unmarked bullhead, it reeked of foul play. Qrow was damned sure there was some other power at work here but the MO didn't fit any known criminal element. Not even the white fang used Grimm in their raids on the SDC, too much potential for friendly there.

'Salem maybe? Ah the hell with it, I'll let Jimmy sort it out later.' Qrow pushed his suspicions aside and waited for the last raider to exit the bullhead before flying into the airship himself.

With most of the bandits groundside looting the train, only a skeleton crew remained on board the bullhead. Qrow's sudden appearance in their midst caught them all off guard and several had already been knocked unconscious by the time they could react.

"Fuck! Where'd he come fro-" Harbinger silenced the man by knocking out most of his teeth.

"Who cares! Shoot him! Shoot him!" The bandit drew his sidearm and started blasting at Qrow, his action mirrored by those still on their feet. Qrow rolled his eyes as he deflected the bullets with Harbinger before advancing on them.

One by one Qrow's opponents went down screaming as he whacked them with the flat of his great sword hard enough to shatter bones and toss them around like ragdolls. Before long, the entire cargo hold had been cleared of hostiles and Qrow rested Harbinger against his shoulder.

"Auraless thugs. Heh, things could be worse I suppose." Moving up to take down the pilot as well, the door swung open and a pistol was jabbed in his face. Qrow reacted instantly, one arm shooting up to push the firearm away, as the pistol went off, the bullet landed harmlessly in the ceiling.

The huntsman growled before snapping the pilot's wrist and crushing the pistol in his grip, mangling the man's hand permanently. "I was going to offer you a chance to surrender but I really don't appreciate being shot at."

Tossing the screaming pilot to the ground, Qrow raised his boot and brought it down on the man's face, silencing the incessant screaming. Leaving the body behind, Qrow adjusted the autopilot, keeping it hovering in place for easy Atlas pickup. Once he was satisfied with his adjustments to the flight plan, Qrow smashed the controls with Harbinger and proceeded to cuff the fallen bandits and lock them in the hold.

"And that's that, now for the suckers on the ground." Qrow activated a transponder and tossed it into a corner of the bullhead, sending a signal to Ironwood that Atlas could start moving in on his position. Switching Harbinger from sword to scythe mode, Qrow leapt out of the bullhead and started falling towards the train below, taking a leaf out of Jaune's books for once.

"This is fucking bullshit, rocks!? This train is transporting fucking rocks!? Where's the god damned dust it's supposed to be carrying!?" The bandit leader cussed up a storm as more of his underlings returned to him reporting the same thing, the only dust to found on the train was the dust used to fuel it.

There was a large crash as Qrow smashed through the ceiling of the train, aura flaring brightly as he squashed a raider flat on landing. The bandits backed away in a mix of shock and fear as Qrow stepped off his unmoving cushion, twirling his scythe in one hand.

"By the authority vested in me yada yada yada… you're all under arrest. I suggest you all come quietly, or don't, go on, make, my, day."

"You… this was a setup from Atlas!?" The bandit leader shouted and drew his weapon, pointing it at Qrow's head.

"Never should have come here huntsman."

"Heh, why do they always resist? So you're the boss of this whole operation eh? Well, we just need you to talk, and you don't need your limbs for that." Qrow shrugged and grinned at the bandits surrounding him, unnerving them all.

"We have you twenty to one." The bandit leader said as all of his men had their weapons out at this point.

"I like those odds." And with that Qrow moved, backstepping and switching Harbinger into shotgun form, Qrow fired at the lights in the cabin, shooting them out and plunging the cabin into near total darkness. The only source of illumination came from the moonlight pouring through the hole Qrow made and the muzzle flashes of the bandits' guns.

Qrow vanished into the shadows and panic started building in the bandits as they lost sight of their target. They continued firing at random, aiming for any sign of motion in the darkness.

"Cease fire! Cease fire assholes! Quit wasting ammo or I'll put a bullet in ya!" The bandit leader fought to regain order among his panicking men. All of them froze in place when there was a piercing scream from one of their own.

"T-that sounded like Glen." One of the bandits piped up nervously, eyes shifting from one shadow to the next, searching for their predator.

"That's impossible, he was standing right next to meAHARRGGHH!" The bandit that called out started screaming as his legs were taken out from under him and he was dragged off into the darkness.

Nearby bandits poured fire in the direction where he was dragged, uncaring about hitting their own comrade if it meant scoring a hit on Qrow. The bandit continued screaming until it was abruptly cut off, the gunfire stopped then, enveloping them all in a tense silence, broken only by the occasional nervous bout of laughter.

"Enough of this! Form up in a circle, shoot anything that moves outside it. You, huntsman! You think this is fucking funny don't you!? Come out and fight like a man or do you not have the balls for it!?" The leader taunted as his men arranged themselves in a circle, guns pointed outwards.

The response he got came in the form of another one of his men screaming before being silence. "Oh damn… they got Phil too…" One of the bandits muttered, on the verge of a panic attack.

"Shut up Jenkins, we still have him outnumbered."

"You had me twenty to one, now, you have me seventeen to one. I'm liking these odds better and better." Qrow's voice mocked them from the shadows, seemingly coming from everywhere and nowhere at once.

"Correction, sixteen to one." Qrow's words were punctuated by one of the bandits being punched hard enough he flew backwards and bowled over the people behind him, sending them all to the ground.

"Fifteen, fourteen to one." Qrow called out again as several pebbles flew out of the shadows and struck the fallen men on their heads, knocking them out and getting them to bleed from the headwound.

"Aww this is loco! I'm outta here!" Jenkins broke completely and made a mad dash for the exit, ignoring his boss's yells for him to get back or be shot for desertion.

The bandit leader growled as Jenkins screamed and fell silent, the moron's actions only made him easy pickings for the huntsman. "Back, all of you back into the light. He can't reach us from the shadows without us seeing him there."

As the remaining bandits fell back to the one area of the cabin illuminated by moonlight, the bandit leader resisted the urge to smack himself for not thinking of it earlier. This way, the huntsman had to emerge from the shadows to face them, then they could riddle him with bullets for his efforts. And naturally, he was safely secured at the very centre of the circle.

"Hahahhahha…" Qrow's dark laughter emanated from all around the bandits, unfazed by their last-ditch attempt to draw him into the light. But, since they'd made so much effort to draw him out, he might as well humour them, not like being able to see him would make any difference at all.

"Excellent choice. All in the light, no way for me to approach without being shot right?"

"You're shit outta luck huntsman, come out and die!"

"Suit yourself." Qrow's voice came from right above the circle as he dropped in behind them, stomping the leader flat. While the bandits had been so busy searching for a human opponent, he'd already switched into bird mode and circled around to get the drop on them.

Qrow's scythe glinted in the moonlight as he spun it in a horizontal circle, downing all of the bandits at the same time. Blood splattered everywhere as tore open their unprotected backs and sent them to the floor screaming.

"H-how?" the leader grunted as he looked up at the reaper with terrified eyes. Qrow's own red orbs seemed to glow in the dim light, making him look even more supernatural than before, and the grin plastered across his face did the bandit leader's confidence no favours.

"I'm the best, is how." Qrow's grin grew wider and Harbinger switched from scythe to shotgun. The huntsman rested the barrel in the fork of the bandit's legs and thumbed the safety off.

"Earlier you said something about me not having the balls to face you right? Yet here you are, hiding behind your men and pissing yourself. I think, you're the one without balls, so I'm sure pulling the trigger here won't hurt right?" Qrow jabbed the shotgun forwards to prove a point.

"Y-you can't do that! Atlas… Atlas…"

"Isn't here yet. When they arrive, all I need to tell them is that you were shot by accident, who are they going to believe? Me, the loyal huntsman, or you, the two-bit low life dumb enough to attack an SDC train?" Qrow's face scrunched in distaste as the sharp smell of shit assaulted his nose, the bandit leader's eyes rolled up as he passed out from terror after soiling himself.

"Tch, fucking hell, I'm not paid enough to deal with this shit." Qrow stepped away from the groaning pile of bodies and sat on an overturned crate. Pulling out his scroll, he gave a call to Ironwood informing the general that all hostiles had been eliminated and he should hurry the hell up before Grimm arrive and start cutting down on the number of prisoners available.

* * *

"And that's everything I saw down there Jimmy." Qrow sipped from his flask once he finished his report. Ironwood frowned and pinched the bridge of his nose in frustration.

"Can't you be professional for once?" Ironwood asked.

"This is professional, after everything I've been through, this is pretty much the best you're going to get." Qrow shrugged in response, it wasn't as though his troubled history was unknown to the general after all.

"Did our man talk?"

"They always talk." Ironwood frowned as he recalled reading through the interrogation report.

"And still we have more questions than answers."

"So, SNAFU then." Qrow surmised, getting a glare from the general in exchange.

"Hardly Branwen. We have a problem, and the more we dig into the it, the bigger it gets. We have a leak somewhere high up, someone paying off bandits to attack SDC trains _and_ supplying them with Grimm of all things to use. We don't even know if we're dealing with one person or an entire organisation." Ironwood growled and slammed his fist against his desk.

"No clues from the prisoners or the bullhead?"

"None. According to their leader, they were hired by someone named Jack Noir. Paid them upfront and supplied the bullhead and the Grimm for the attack on the train, willing to let them have the dust for sale on the black market too." Ironwood said.

"So, someone with a grudge against the SDC then? Where is this Jack Noir now?"

"Now? He's six feet under, currently resting in one of Mantle's cemeteries. A veteran of the great war, he died over fifty years ago, and yes, we checked, the body is still there and matches the records. No foul play there." Ironwood knit his fingers together and sighed in frustration.

"This is absurd, first Salem, then the white fang problem and now this. That's three shadow wars we're stuck in, and no way to tell if any of them are linked."

"…So, what now?"

"Now we maintain vigilance and hope our enemies slip up. I'll have the Ace Ops step up efforts to maintain security around the dust shipments. You on the other hand, I want you to keep an eye on the criminal element, find out if there's been a shakeup in the underworld recently. Clover can join-"

Qrow cut Ironwood off with a headshake. "Yeah… no. I work better alone, less collateral damage if you know what I mean."

"…You can't keep avoiding working with others."

"Watch me. The last time I worked with anyone… well, you know how STRQ ended. I'd rather never have to go through that ever again. I work alone."

The two men had a brief staring competition before Ironwood blinked first. "Fine, I'll let it slide for now since I do think you could handle it. But you can't avoid the issue forever. Haaa… you're the spy here so I'll leave things to your discretion major."

Qrow nodded at the dismissal and turned to leave. "I'm not avoiding anything Jimmy. I'm just experienced enough to pick my battles correctly."


	5. Chapter 5

Disclaimer, I do not own RWBY

**Chapter 4: Misdirection**

"Haven't seen Qrow around lately, what's he been up to?" Ilia asked before chugging from a bottle of water Jaune was kind enough to toss over.

"Something to do with all the attacks on SDC property recently. I heard bandits and Grimm are attacking in even larger numbers now even with Atlas sending more troops to protect the trains. Somehow they keep getting hit. It's been going on for a while too." Jaune shrugged and emptied his bottle over his head, the cool liquid refreshingly chill against his fevered skin. Qrow would bust his ass for not cooling down properly after a spar but eh, the man wasn't here right now, what he didn't know wouldn't hurt Jaune.

"Oh he's working on that? I heard about the attacks from my dad too. Some say the White Fang are behind it." Ilia's brows furrowed in a frown as she stamped down the worry for her parents.

"You believe that?" Jaune asked curiously and Ilia shook her head.

"Not really. They say the bandits are humans, and the White Fang doesn't work with humans. It's… a little scary actually, anyone working on the trains that get hit are captured and then they just vanish, both humans and faunus. No ransom demands or anything, it's freaky." Ilia said with a shiver.

"Damn… your parents are fine though, right?" Jaune asked, scratching the back of his head awkwardly.

"They should be, they're in the mi-I mean, they don't work anywhere near the trains so…" She trailed off and shrugged helplessly.

"Ahh… I hope they deal with all this soon. It sucks hearing about it and not being able to do anything." Jaune sighed and kicked at a loose rock, sending it tumbling away.

"Tell me about it." Ilia commiserated. She squinted in the direction of the sunrise before getting to her feet.

"Nothing we can do about it now, come on class is starting soon, we should get going."

"I guess so." Jaune heaved one last sigh before following behind his friend.

* * *

Qrow put down his glass of whiskey and stared at Junior with a raised eyebrow. "You're telling me I came all this way from Atlas for nothing?"

"I don't know what you want me to say since you already know everything I do. I'm an information broker, not a miracle worker. I can't pull info out of thin air however much I'd like to do so." Junior tossed his hands into the air in exasperation.

"Pity. I don't suppose a few extra lien might get you to loosen your lips a little more?" Qrow pressed on anyways, drawing out a sigh of frustration from the barkeep.

"For the last time, I don't know who's bankrolling the attacks on the SDC. The only thing I know is whoever it is, is fucking made of lien and goes by the alias Jack Noir, but you already knew that. All the money in the world won't make me suddenly 'remember' something extra, gimme a break, I'm a professional." Junior glowered at the unintentional insult that he was lying, his business was built on trust, lies were a quick way to scupper that.

"Alright, alright, chill. What about the missing SDC employees, any sign of them popping up again? Ransoms? Escapees? Bodies… anything at all?" Qrow changed the subject to avoid annoying the man any further.

"No luck." Junior shook his head with a thin smile.

"Before they were just hitting automated trains, now they've gone after the manned ones as well. At the rate they're going, I'm actually worried they'll start hitting actual passenger trains next. It's disturbing, usually they'd have popped up somewhere by now, maybe in the slave trade or something since most of the victims are faunus." Junior followed up, the distaste in his words evident.

"I don't know what to think anymore, most of the underworld is up in arms right now trying to id the new guy, hell I've got word that even the White Fang are starting to take notice since faunus are disappearing and for once the SDC aren't the perps. Although, just between you and me, I think this whole thing's a setup, a catspaw for something else" Junior said.

"Oh?" Qrow leaned in closer, interested to hear what the info broker had to say.

"On the surface, it looks like the actions of someone with a grudge against the SDC, trying to hit em where it hurts you know what I mean? Except, the thing is, it's not hurting them at all. Sure, it's a logistical nightmare but one that's fully compensated by the insurance pay out. So I think it's a distraction of some sort, a shell game, while everyone is searching for our man of mystery and looking at the trains, the real heist is going on somewhere else." Junior whispered conspiratorially.

"Hmmm…" Qrow hummed and pondered the words before finishing his glass and making to leave.

"Right, that's something to think about. Here, for your troubles." Qrow slapped an extra stack of lien on the table and gave Junior a nod.

"Thanks… I don't normally do this, but here's one on the house. Head to Mistral, look for lil Miss Malachite. Her network is even bigger than mine, if anyone knows what's going on, it's her. Tell her Hei sent you and she might not have you shot on sight." Junior tossed a name card at Qrow.

"What's with the sudden generosity? I didn't see you as the kind of person to direct business to your rivals." Qrow pocketed the card and dusted himself off.

"Hmmph, this whole situation stinks and I don't like it. The sooner it blows over and things return to normal, the happier I'll be. An info broker who doesn't have all the info doesn't last long in the business. I'm just looking out for myself."

Qrow gave the barkeep a small nod before exiting the club and disappearing into the darkened streets.

* * *

Rain pelted against the Manta's windows as lightning flashed in the distance, the sound of thunder that followed drowning out the constant thrum of the airship's engines. Qrow looked out the windows at the dreary skies beyond before turning his attention back to his scroll.

"No luck?" Qrow shook his head in response to Ironwood's question.

"None, I'm headed for Mistral now, hopefully there's someone there who can help. What's the situation like back in Atlas?"

"Worsening by the minute. Jacques is complaining on a daily basis now and people are getting worried. It's a bloody catch twenty-two and it's just a matter of time before Vale gets on our case as well." Ironwood growled and slammed his fist down in frustration.

"That bad?"

"I can't send more security to guard the trains without infringing on Vale's sovereignty, but if I don't do so, Vale doesn't get their dust. It's a problem no matter what I do. Then there's the council election taking place soon. A barrel full of laughs that one." Ironwood sighed out.

"Haven't been keeping up, who's running?"

"Right now, down to two really. Dr Jillian White, a surgeon from Mantle and Jensen Schwartz, an Atlessian businessman that just happens to be one of Jacques's rivals." Ironwood said.

"Awfully convenient timing, coincidence or something more?" Qrow pondered aloud.

"Nothing's being discounted. I have other agents working on that angle but so far both are clean, future headaches yes but nothing to tie them to the bandit and Grimm attacks just yet. We'll try and look into the money trail from here, you continue searching from the other end. Inform me if anything else comes up."

"Yes sir." Qrow muttered his agreement before switching the scroll off and settling into his seat for the rest of the long ride.

* * *

The air whistled as a sword cut through the air, Jaune ducked under the weapon and swung his lance in a wide arc. The weapon was large and unwieldy in close quarters but it made for an excellent club.

He was rewarded with an 'oof' as Ascalon connected and sent his opponent stumbling backwards. Pressing the attack, Jaune pulled back the lance and stabbed forwards repeatedly, forcing his opponent on the defensive.

"Damnit! You're going down Arc!" Jaune's fellow classmate cursed and dashed in close, trying to get inside the lance's reach to reduce its effectiveness.

"Not today." Using the lance as a makeshift shield, Jaune blocked the incoming blows before stepping forwards and hooking the end of the lance's handle around his opponent's legs. Swiping outwards to trip him up, Jaune spun the lance around and triggered the transformation, the lance head splitting into four parts, revealing the cannon hidden inside. Before the other student could get back up, the cannon barrel was already resting inches from his face.

"Jaune Arc wins the match. Excellent work both of you." Professor Grey signalled the end of the match and there was a small round of applause from the class as Jaune helped his opponent to his feet.

"You're progressing well Jaune, but I do recommend adding something else for CQC Your weapon is fine but ill-suited for enclosed spaces." The professor said in his trademarked monotone.

"Yes professor, I'll keep it in mind." Jaune nodded and accepted the criticism even if he wasn't sure what else to add to his arsenal at the moment. Ascalon would serve for mid to long range engagements while his growing collection of bombs and knives would handle the close-range bits.

Returning Ascalon to its lance mode, Jaune let it rest on his shoulder before returning to his seat. Ilia greeted him with a small wave. "Told you he'd insist on a better close-range weapon. Couldn't you have chosen something simpler like a normal spear instead of an oversized calvary weapon? You don't even ride a horse."

"And you use a whip sword in combat, which of us has the stranger weapon really?" Jaune rolled his eyes good naturedly and settled in to watch the rest of the day's matches.

"Yeah, but Lightning Lash is still easier to use in close quarters than your pointy stick."

"How dare you, Ascalon is not a pointy stick!" Jaune said with mock offense.

"Sure looks like one. How much ammo do you have for it anyways?" Ilia asked and Jaune deflated instantly, his head crashed to the table with a thud. A pained groan left the crestfallen boy and Ilia had to stifle her giggles.

"Not nearly enough, why does dust ammunition have to be so expensive?" Jaune complained. Even with the school's ammunition allowance and his savings, it still wasn't enough to settle the supply issues.

"Dust ammunition isn't _that_ expensive, you're the one who decided you needed a cannon installed, each of your shots uses more dust than most huntsmen do in an entire battle, of course it's going to be expensive." Ilia said.

"But muh firepower…" Jaune groaned and slammed his head against the desk again.

"Ah cheer up, we have some missions coming up, it ain't much but the pay from that would help with your money problems." Ilia gave him a pat on the back.

"Oh yeah those… what are we doing for them again? Here's hoping I don't have to shoot anything… my god, I can't believe I actually said that." Jaune grumbled, until a time where he could secure more funds, Ascalon's cannon and minelayer were simply too expensive to use frequently. As someone who loved explosions, that hurt his soul to admit.

"Figured you'd forget about it again. Here's the details." Ilia pulled out several sheets of paper and handed them to Jaune.

"Simple job, we're just heading down to Mantle to provide 'security'." Ilia added in air quotes as she snickered.

"Council election will be taking place soon, so security is already absurdly high thanks to Atlas dispatching additional troops and huntsmen. We're just there to show our faces, walk around a bit and get paid, easy!" Ilia cheered.

"Meh, if it gets me the money I need to be able to shoot stuff without a care, I'm all for it."

"Yeah… that might be a while yet, the pay isn't that good since we're just combat school students. But it's something at least." Ilia shrugged and burst Jaune's bubble again, sinking him back into depression.

"Eh every bit counts I guess." Jaune admitted finally.

* * *

Qrow surveyed the streets below him in bird form. The seedy underbelly of lower Mistral was on full display and the huntsman suppressed his disgust at the sight. Known criminals were walking about in broad daylight and Qrow was certain he recognised several figures from international most wanted lists.

It stuck in his craw that he wasn't able to do anything about them at the moment. Here in lower Mistral, the law was more of a polite suggestion to be ignored than anything else, the council barely had any authority over this place and the police rarely even bothered showing up. In Qrow's opinion, the place was just one step away from becoming a second Vacuo.

Bottling up his frustration, he continued searching for the spider mark that would lead him to his destination. As much as he wanted to, transforming and cleaning house below would probably lead to an international incident, and there were simply too many targets down there for him to fight through.

Finally spotting the mark, Qrow landed in a deserted alleyway, checked to make sure there weren't cameras or anyone else around before transforming back to human form. Emerging from the alleyway, he was acutely aware of all the watchful stares resting on him as he made his way through the crowds.

'Ah hell, so much for blending in, at least I'm not wearing anything to identify me as Atlas because that will surely go down well.' Qrow shrugged and gave up trying to keep a low profile, at least he was in his regular huntsman attire, if he'd listened to that old coot Cordovin in Argus… yeah, he had the feeling he'd be bogged down in unnecessary conflict all the way through. And for once, it would have nothing to do with his semblance.

Humming a small tune as he pushed through the doors of Malachite's establishment, he was greeted with absolute silence as everyone withing halted what they were doing to glare at him. Qrow simply rolled his eyes and held out a small bag of lien. "Geeze, cliché much? Go back to what you were doing, I don't have business with most of you anyways."

Tossing the bag of lien onto Malachite's desk, Qrow swaggered up to it, paying the two bodyguards no mind. His attention was more focused on the 'patrons' of this _fine_ establishment, looking out for anyone thinking of slipping a knife into his back.

"Hmm, not from around here are you?" Lil' Miss asked, leaning forwards and clasping her hands together.

"Yeah, I've been all around Remnant recently." Qrow agreed with a shrug and without warning his arm snapped out and caught another limb trying to pick his pockets. With a casual flick of his wrist, Qrow snapped the man's arm and let him drop to the floor screaming.

At once, he was in the sights of over fifty guns as the patrons and bodyguards drew their weapons. Qrow ignored them all and had a staring contest with the boss instead. After a few seconds, Lil' Miss smirked and raised her hands, the guns lowered shortly after.

"Bold move. I take you're the one Hei was talking about. Here for information, aren't you?"

"Yes, Jack Noir's the latest problem to plague Atlas and I'm trying to find him. Can you help on that?" Qrow pulled out a chair and plopped himself down on it.

"If it's the information you want, then yes, I do know who it is behind the alias. But that info… it's gonna cost you." Lil' Miss inspected her fingernails as Qrow's expression darkened.

"You want more money?"

"For once, no. Keep your lien." She tossed the bag back towards Qrow, the huntsman snatching it out of the air and returning it to his pockets with a raised eyebrow.

"If it's not money, what do you want?"

"I want you to do me a favour. You see, recently there's been a bunch of kidnappings and missing persons cases. Beggars, homeless vagabonds, faunus, they've been vanishing off the streets. The council and the police obviously couldn't care less and there aren't many huntsmen interested in looking into the cases, which is where you come in."

"I didn't take you for the charitable sort." Qrow's words got Malachite to snort disbelievingly.

"Oh I assure you, I'm not. Normally, I wouldn't give a damn about a few beggars or animals going missing. But when it's _my people_ going missing, it becomes a problem, one I want dealt with asap."

"Trouble in paradise?"

"Hardly, this isn't some new gang trying to muscle in. They've hidden their tracks pretty well, even from me. These bitches are working for the same people pulling Jack's strings." Malachite said.

"Come again!?" Qrow shot up at that little tidbit, Lil' Miss simply chuckled and shook her head.

"You heard me. Consider that a little appetiser. You want the info, you deal with my problem first. I'd suggest looking in upper Mistral, bastards at least have the sense to stay where I can't reach them easily. Better hurry though, you are on a time limit."

Qrow frowned as Malachite offered nothing more than that, a dismissive wave of her hands signalling the end of the meeting. He sighed and prepared to head out, at the very least the trip wasn't a complete bust. It wasn't much, but it was a start.

"Fine, I'll be back later."

* * *

Qrow trudged along the streets of upper Mistral, it was far cleaner than the crime infested cesspools of lower Mistral but the taint stuck all the same. He chuckled mirthlessly as the stray thought that Mistral was made up of imitations of the other kingdoms.

'Lawlessness of Vacuo down below and the snootiness of the Atlas upper class above. Ain't that something.' Qrow kept his eyes peeled for any sign of his targets, but aside from a few curious glances tossed his way, things were completely normal.

Too normal.

Qrow's brows furrowed as he stared at the people walking by and his eyes twitched when he swore he'd already seen several of the same faces walk by before. Pausing in his tracks and focusing on his other senses, he was too late.

There was a featherlike brush by his waist and when he reached down, the bag of lien was missing. "Son of a bitch!"

Looking around for the thief, he spotted the bag disappearing into the pockets on a mint haired girl. She heard him cry out and looked up at him, when their eyes met, an expression of panic crossed her face before she turned and started running.

"Hey! Get back here you thief!" Qrow yelled and gave chase.

What followed was a confusing chase from Qrow's perspective. The pickpocket would look back at him occasionally and then things got trippy, he'd follow her down a path only for her to disappear suddenly.

Backtracking and taking to the rooftops in pursuit yielded better results. For once in his life, luck was on Qrow's side… as much as it could be given the situation. That particular shade of green was a rarity and picking her out of the crowd was easy.

Catching up to her though, was another thing entirely. After losing her for the third time, Qrow growled and hung back, following at a distance instead of trying to catch up. 'Bloody hell, what is this nonsense? Does she have a semblance?'

While no one was watching, he switched into bird mode to continue pursuit once the girl ducked into a small alleyway and further pursuit by roof was impossible.

Flying through the narrow twisting streets, he was eventually led to a small hideout. A makeshift shelter put together out of abandoned sheet metal and cardboard. A single thin mattress lay inside, surrounded by various knickknacks collected by the sole resident.

As the girl had her attention focused on the lien cards that spilled out of the stolen bag. Qrow transformed out of sight and stepped forwards. "You are a pain in the ass to track down, you know that?"

"What!? No! How can you be here!?" Emerald paled and backed away in fright, her supposedly easy mark had turned out to be anything but and despite having thrown him off several times with her semblance, he'd found a way to follow her all the way back to her hideout.

"I'm a huntsman, and you have something that belongs to me." Qrow gestured to the pile of lien on the mattress.

"I-I'm sorry! You can have it all back! Please don't hurt me!" Emerald pleaded as she shoved the bag and its contents towards Qrow, too frightened to use her semblance again.

"Easy kid, I'm not going to hurt you, where are your parents?" Qrow asked as he collected the lien and secured it inside his coat pocket this time.

"I… I don't have any." Emerald admitted in a small voice and Qrow bit the inside of his cheek for his faux pas.

"Right. You shouldn't be out here anyways, come along, we're going to the cops and they'll set you up somehow. It's not ideal but-" Qrow was cut off by Emerald going into a full-on nervous breakdown.

"No! No! I won't go back! I won't go back to that place!"

"Easy, easy, what place, what are you talking about?" Qrow knelt down and tried to calm the panicking girl, wincing when he noticed she was just skin and bones at this point.

"The orphanage… they're selling us away to bad people. I saw them, they stuck needles in them then took them away. I… I ran, I'm not going back, please don't take me back." Emerald pleaded, tears streaming from her eyes.

Qrow's eyes widened marginally before narrowing. "When did this begin?"

"A-a few months ago I think, they… a lot of us got 'adopted' all at once. I… was left, I snuck out to see why I wasn't taken, then I saw them." Emerald said.

'A few months? The timeline is pretty close. This could be the lead I needed.' Qrow nodded and glanced back at Emerald.

"I need you to tell me everything."

* * *

Author's notes: The plot thickens. Qrow runs into Emerald long before Cinder, at this point I'm leaning towards adoptive bird dad. For Jaune's weapon, it's not based on what lances are like in reality, it's more along the line of games or anime style lances. Big and bulky, a good comparison would be the lances from the Valkyria Chronicles game series or the GN lances from Gundam 00.


	6. Chapter 6

Disclaimer, I do not own RWBY

**Chapter 5: First mission curse**

The city of Mistral at night was a markedly different place from the city during the day. Unlike Vale and Atlas where you could count on streetlamps keeping the streets lit after nightfall, Mistral's infrastructure was lacking in that regard the further you got from the upper levels.

The council provided lights for the majority of the populace in Upper Mistral while the criminal underworld was more than happy to settle the issue for Lower Mistral if only for their own benefit. And this led to the curious existence of a dark zone in between the two cities, lit only by the light of the shattered moon and sometimes not even that when the mist rolled in.

Warehouse district by day, home to the exiled by night. Once the workers had cleared out for the day, this place was no-man's-land. Those unwanted and shunned by even the underworld ended up here if they chose not to leave the city. The council's reach did not extend to the dark zone and the underworld held no sway, the only law that mattered once the sun set was one's own power.

This was the perfect place for anyone seeking to upset the status quo to hide in. Such as a new gang trying to carve out a piece of the underworld for themselves or as the case may be, a kidnapping ring preying on those who would not be missed.

"This is the place? God damn, can they possibly have picked a location that screams I'm a bad guy any louder than this?" Qrow muttered as he squinted down at the supposedly abandoned warehouse below him, searching for any sign of life.

Briefly, his mind flickered back to Emerald and he wondered how the young girl was doing now. After getting the story out of her and treating her to a meal, he'd put her up in his hotel room until he could figure out what to do with her later, leaving her to rot on the streets was an idea that he refused to entertain completely.

In any case, Emerald had given him the largest lead he had so far. A quick clandestine visit to the orphanage and some snooping around had uncovered several interesting facts. Like how the orphanage director had recently come into a windfall that allowed him to purchase a choice estate right at the very top of Mistral. That some paperwork involving the recent adoptions had gone missing or remained unfiled was a coincidence to be sure.

The lack of a paper trail was a pain in the ass especially when several prospective leads had turned out to be dead ends. A quick check with Emerald had turned up the tidbit that the 'adopters' would show up about once a month for their collection and the next visit was due in a bit.

After several days of fruitless staking out and patience thinning, it finally happened. A non-descript van pulled up to the orphanage, an equally non-descript woman signing some forms and herding the ten or so orphans into the van before it drove off.

If there was any doubt that they were up to no good, it died when Qrow watched them switch vehicles and handlers several times before finally ending at the warehouse. If it wasn't for his bird form, he'd have lost them hours ago.

Somewhere along the journey, the kids had been drugged and knocked out, their bodies wheeled into the warehouse on gurneys one at a time. Only the sight of their chests continuing to rise and fall had kept Qrow from jumping down and introducing the two handlers to Harbinger's business end.

"Patience, just a little more patience." Qrow grit his teeth and fought down the urge to go in guns blazing. Their lives were on the line and he refused to be responsible for the children's deaths if one of the bad guys started panicking before he could put a bullet between their eyes.

Scanning the area again, Qrow found no sign of any guards and decided it was time for a closer look. Qrow pulled out his scroll and sent a message to Emerald, informing her not to wait up or worry about him since he'd probably be back late. Emerald's reply came swiftly and Qrow chuckled at her request for a souvenir if he found anything interesting.

Putting the scroll away and shifting into bird form, Qrow flapped his wings and glided down onto the roof of the warehouse, taking note of the brand-new security cameras sticking out like a sore thumb from the rest of the dilapidated structure.

'No one home? Odd, does this place have a basement?' Qrow entered through a slightly open window and found a mess waiting for him inside. Reject art pieces and sculptures were scattered haphazardly around the place and of the kids there was no sign.

Shifting back into human form behind a couple of empty crates just in case someone was watching, Qrow emerged and held Harbinger at the ready. Squinting into the darkness, the huntsman found himself wishing once more that Ozpin's magic bird trick would have given him night vision like the faunus, it'd certainly help on his missions but no such luck.

"Well this is freaky." Shivering slightly as he passed a lifelike statue of a nude woman with her arms up as though warding off an attacker, the statue's face was frozen in a permanent scream of horror. The smooth alabaster surface glowing as moonlight shone on it.

Continuing through the darkened warehouse, he found what he was looking for when he nearly tripped over it. Letting out a muffled cry as he stumbled over something jutting out in the darkness, Qrow knelt down to inspect the offending object.

"Hello, hello? What do we have here?" Pulling away a rug that had been thrown over the object, Qrow was met with a trap door, the handle being the thing that he'd tripped on.

"No lock, good." Lifting it up, the trap door opened with nary a squeak as testament to its well-oiled hinges. Qrow noted the footprints in the dust descending into the lower levels and nodded to himself.

"So much dust… this mustn't be their actual base then, just a staging area?" Qrow paused as that thought drifted through his mind, so far, he tracked one batch of orphans to this place but Mistral had plenty of orphanages. There was nothing to say that Emerald's former home was the only place targeted. There was no telling how large the actual operation was, and that unknown frightened Qrow more than anything else.

Descending the steps slowly and keeping his eyes and ears peeled for any threats. The huntsman was swallowed up by the shadows as he lowered the trapdoor behind him.

The stairs bottomed out into an empty hallway branching off into smaller rooms. Only one of them had a light on and Qrow could hear voices coming from them. Avoiding that room for the moment, Qrow checked the others first to ensure he wasn't walking into an ambush.

"Empty, only ventilation shafts but no one's crawling through these ones like some of those cheap spy movies. One way in, one way out… good, so it's just these guys then." Harbinger at the ready, he advanced quietly, the two men inside completely blind to his presence.

"How many more batches you think the boss wants?"

"Hell should I know, do I look like the boss?"

"Eh, I'm just saying, why we gotta keep collecting these snot nosed brats anyway."

"It's an easy payday, the hell you complaining about? Getting cold feet?"

"Hell no, It's just… what does the boss want with so many kids anyway? Make em run drugs into Atlas?"

"Don't know, don't care. Maybe the boss has a plan or maybe he just has some weird tastes, I don't judge as long as he pays. His money's green. Now shut up and help me seal em into the crates, we want them ready for pickup when the bullheads come in the morning."

"They're going nowhere." Qrow announced his presence and pumped the nearest man full of buckshot, the pellets going through his body and spraying the wall behind it with his lifeblood. The auraless thug flopped to the ground, dead before he hit dirt.

"Holy ahH!" The surviving man screamed when Qrow swung Harbinger into his side, knocking him down instantly. As he tried scrambling back to his feet, he was met with shotgun barrels being shoved into his face.

"W-wait! Don't shoot! I-I was just following orders!" The man hastily protested and held his arms up in surrender while trying to back away.

"Just following orders huh? What a coincidence, so am I. I have questions and you better have answers or I start removing body parts." Qrow threatened.

"I'll tell you everything I know! Don't hurt me!" The man pleaded.

"Alright then, who's your boss?"

"Ah um, people call him Sand. He used to work with Malachite until he got caught skimming on the collections. He ditched and ran before her enforcers could-"

"Enough, I don't want his life story, I want to know what he's doing with all the kidnapped people. The missing faunus and beggars down in Lower Mistral, that was his doing too?"

"That's a different team, but I hieek! I don't know what he's doing with them! We just bring them to him I swear!" The man paled as Qrow jabbed Harbinger into his chest, unamused with his attempt to deflect the blame.

"And where is he now?"

"H-he has a base outside the city! In a village destroyed by the Grimm. That's where the bullheads are supposed to bring the cargo!"

"Hmmph, I guess today is your lucky day then. You get to continue breathing a bit longer." Qrow said before slamming Harbinger down on his head and knocking him out. Cuffing the man's hands behind his back, Qrow chained up the man with the cable ties meant to secure the children and tossed him into a crate.

"Ah shit, better call this in… no signal? Typical, why am I even surprised at this point?" Qrow shook his head with a sigh, returning the useless scroll to his jacket. The orphans were all still breathing, just sedated, for now they'd be safe here while he headed topside to get a working signal for his scroll again.

The trap door swung open as noiselessly as it had the first time as Qrow stepped onto the ground floor. The place was even darker now than it had been earlier, the mist having rolled in while he was in the basement and now obscuring what little moonlight even made it into this place. If it was creepy before, it was creepier now, unease ate at Qrow as his instincts screamed that something was off.

"Alright, now to… still no signal? That can't be right? I had a signal earlier, this is… wait a minute." Qrow looked up from his scroll as he pinned down the source of his unease.

"Where did the statue go?" The pedestal that held the statue of the screaming woman was now conspicuously empty.

Qrow frowned and returned his scroll to his pocket. Unfolding Harbinger into sword mode, he held it at the ready and kept his ears peeled for any sound that didn't belong, once more cursing his lack of proper night vision.

The sound of plaster cracking and dust falling on his shoulder caused his head to snap up, just in time to see the statue let go of the ceiling and lunge at him with a half brick in hand.

"What the hell!?" Qrow yelled in surprise and threw himself to the side. The 'statue' impacted the ground and smashed the brick against the floor hard enough to carve up a divot. Rising back to its feet, the assassin grinned at Qrow, the cracking and peeling plaster made for a macabre sight.

"Who the hell are you!?" Qrow's question went unanswered as the figure just chuckled silently, the only sound coming from it being the continued cracking that accompanied every movement.

Without warning, it threw itself at Qrow again, half brick in hand ready to bash his skull in. The huntsman backpedalled as it crashed into him with surprising force, far more than one would expect from that kind of speed and from a lithe figure like that.

"Shit! Lighten up on the calories lady! You weigh a ton!" Qrow grunted and pushed the assassin off him and backhanded her into a row of half-finished sculptures and mannequins, bowling them over instantly.

Qrow wrung his hand from the harder than expected impact and frowned. Already the assassin was getting back to their feet as though his hit did nothing at all. 'The hell was that? I didn't feel any aura cushioning that blow yet it feels like I punched a brick wall. Prosthetics? A tinman like Jimmy?'

Pushing aside his questions, Qrow evaded when the assassin lunged at him. Harbinger swiped upwards and cut straight through its right arm, sending the limb and the half brick to the floor. There was no scream of pain or furious roaring, just more silent chuckling and the cracking of plaster.

"What the hell are you?" Qrow backed away cautiously as he stared at the severed limb. No blood flowed from it, no sparks from broken machinery, nothing at all.

Just the pale arm of a statue.

The statue assassin said nothing, just giggling silently as it ripped a prop axe from a nearby sculpture and charged Qrow, swinging the two-handed weapon around in its one good arm. Qrow pushed aside the mounting disbelief and reacted as any trained huntsmen would when a madman came charging at them with a weapon.

He struck first. Harbinger mechashifted into scythe mode and with a quick swipe, the statue was down a second limb. The pale white arm fell to the floor with a heavy thud and Qrow sidestepped the still charging monstrosity.

"I don't know what you are, but this is the end of the line. Give up!" Qrow's order was met with even more silent laughter. The man was just about to lose it and decapitate the statue to see if it could continue laughing then when it straightened up.

The statue's mouth opened wide and foul-smelling liquid shot out of it, aimed directly at Qrow. The huntsman bit back a curse and narrowly avoided being splattered with it. A crimson glow erupted wherever the liquid touched as it ignited and set the whole place on fire.

"Shit!" Qrow fell back as the statue continued spraying liquid fire everywhere, the flames consuming the fuel just scattered around.

Harbinger snapped up in shotgun mode as Qrow swapped out the shell inside, firing at the statue, the blast took off a portion of its torso but it remained standing. It did however have the effect of halting the flaming assault and reducing the statue back to harmless laughter.

It chuckled a bit more before turning and running away, sprinting with unholy speed and smashing a hole through the metal shutters and continuing to run off into the night.

Qrow cursed but couldn't give pursuit. Not with the orphans still unconscious and trapped in the basement. He could only hope the tracker round he tagged the assassin with would do its job.

"Fuck, everything's burning! Where's the trap door!?" Searching through the burning warehouse for the entry to the basement, the fire was spreading out of control and the aging supports were groaning under the strain.

"Come on, come on, come on!" Finding the handle, Qrow gave it a hard tug to shake it free from some rubble that had pinned it shut. Right as he was about to lift it up and dash into the basement to try and save as many as he could, his eyes widened as he felt his semblance activate.

One of the support beams gave way and collapsed right on top of the trap door, sealing it tight and keeping Qrow out. "No! Nonononononono! Not now!"

Try as he might, he couldn't get the beam off the door before another one gave way and narrowly missed him. Another surge of fire and some more falling debris forced him back instinctively as Qrow brought his arms up to protect his face.

Then it happened.

Qrow's eyes widened in horror as he felt his semblance activate against his will once more. A rumble shook the burning building and the roof of the burning warehouse gave way under the strain, collapsing inwards with a resounding crash.

* * *

"Haven't see Mantle this lively in a long time. Does this happen every time there's an election?" Jaune asked as he stared at the crowds milling about, the only thing anyone seemed interested in discussing being the upcoming election.

"Ah right, this is your first time here while the council elections are happening isn't it?" Ilia hummed thoughtfully as they made their way through the crowds to their assigned location.

"Normally it's a lot more muted actually, most of the time people don't care that much down here since… well it usually doesn't affect the people in Mantle that much. But this time things are different, they've got a home grown hero this time shooting for the top." Ilia said.

"Dr White right?"

"Yep! Hehehe… and she just happens to be our 'client' for the mission today." Ilia chuckled and Jaune rolled his eyes in mild exasperation.

"You picked her on purpose, didn't you?"

"Duh. It was that or go with Jensen, and I don't know about you but I'm not exactly fond of the idea of spending time with another rich snob any more than I have to. I don't know, it feels like that man is just seeking the council seat to spite the Schnees. At least Dr White is trying to make a difference in Mantle, look at this place, when was the last time you saw people with this much hope?" Ilia pointed to the festive citizens going about their lives with more cheer than usual.

"That's true, if she can get General Ironwood to buy into her plans, she could make some real changes with the three seat majority. It'd a be a lot better than the usual deadlock anyway." Jaune shrugged, recalling Qrow's rants about the Atlas council.

Ironwood usually stayed out unless the military or the academy was involved and the other three couldn't see eye to eye long enough to pass anything without the general's support. The end result was stagnation unless Ironwood saw fit to intervene, and that almost never happened.

"Hmm this should be where we're supposed to meet with Dr White… a chapel to the Brothers? Not… what I was expecting." Ilia double checked her map and yes, 'X' did mark the spot.

"Surprising isn't it? Dr Jillian is one of the best surgeons in Mantle yet you won't find her lording it over others from some fancy tower. I take it you're the students from Prometheus taking over our shift? Jaune Arc and Ilia Amitola?" A Mantle guardsman noticed them and walked over to ascertain if they were the relief.

"Yes. That would be us. We're here for the next eight hours until the next rotation comes. Still… why a chapel?" Jaune displayed his credentials and assignment on his scroll, allowing the guardsman to verify them.

"According to her, she's here to give thanks to the gods for successful surgeries and… pray for the souls of those who didn't make it." The guardsman said as he handed the scroll back to Jaune.

"Ah…" The boy trailed off, not knowing what to say to that.

"In any case, everything seems to be in order. Good luck on your assignment, there are plenty of Atlas patrols around so things shouldn't get too dangerous. If it does, just shout, someone will come running." The guardsman gave them a friendly smile before preparing to leave with his squad.

"Are we expecting trouble?" Ilia asked, her hand subtly reaching for Lightning Lash.

"No. But it doesn't hurt to be careful. Dr Jillian is something of a hero to the people of Mantle, but there are… people… who'd prefer not to see her come to power. No one's tried anything yet, but keep your eyes peeled all the same." The guardsman said.

"Will do." Ilia gave a salute and led the way into the chapel. The interior of the chapel was surprisingly clean and simple, nothing bombastic aside from an ornate altar at the very end with a statue depicting the two brothers located on it. Several candles burned in alcoves, providing the place with a warm glow.

There kneeling before the altar was a woman in white, her hands clasped together and head bowed in prayer. Jaune and Ilia stood by silently and waited for her to finish before approaching. "Dr White?"

"Yes, that would be me. To whom am I speaking to?" She asked with a quizzical head tilt.

"I'm Ilia and this is Jaune, we're from Prometheus and we're to be your escorts until the next rotation." Ilia said and Jillian's eyes widened, her expression flickered momentarily before she schooled it into a blank face.

"I see…"

"Is… there a problem with us? We can switch for an older team if you think you need a more experienced one." Jaune hedged.

"No no, there's nothing wrong with you two. I'm just not comfortable with what your existence represents. Children should be free to laugh, to play, to enjoy growing up, not be training to become soldiers or weapons." The doctor shook her head and sighed in disappointment.

"It's a choice we made for ourselves ma'am, no one forced us to try and become huntsmen." Jaune said.

"Maybe so. But it shouldn't be a choice any child has to make while they're still children. A minimum age does exist for the military for a reason. I've seen enough children die under the knife, that sense of childish invincibility snuffed out… having those Pah! Schools feed those delusions however unintentionally is something I'll never accept. Ahh… I'm rambling now, just ignore me, I have nothing against you both and I am grateful for what you and yours are doing. I just happen to have an issue with the system." Jillian said and dusted herself off, making for the door with the two combat school students in tow.

"It can't be helped though. The Grimm are always a threat and soldiers just aren't equipped to deal with every situation. And training an adult to be a huntsman is a lot more difficult than training from young." Ilia offered.

"I understand, but I don't have to like it. Things weren't always like this, the huntsmen system isn't even a century old. Humanity has been fighting the Grimm for a lot longer than that, just because the huntsmen are a successful project doesn't mean we should stop trying to look for a better solution. Ahh… the point is moot, neither of us are in any position to change things at the moment." Jillian shook her head one last time and let the matter drop, putting on a practiced smile as she headed out on the campaign trail once more.

Jaune and Ilia followed behind with a sense of quiet awe, the doctor seemingly transitioning into a larger than life figure as she greeted supporters and other well-wishers, turning away no one. Even when a few members of the public started intruding on her personal space, she waved them off, taking the time to simply shake hands with the people and offering smiles wherever she turned.

"She's something else." Jaune whispered to Ilia as they watched Jillian bandage a wound on a small child that had scraped his knees when he was knocked down in the excitement. Once the treatment was done, the doctor had offered a small lollipop to the kid and sent him on his way with a head pat.

"Tell me about it, I mean, can you imagine one of those stuffy suits doing this? If we'd gone with Jensen we'd be standing outside his boardroom or something while he counts his lien." Ilia said as Jillian finished chiding the crowd, asking them to be more mindful of others even in their excitement.

As the day wore on, Jillian's strength never seemed to flag, always moving from one place to another, spreading cheer to the people of Mantle just by appearing. But as with all things it had to come to an end. As the sun set, Jillian waved her goodbyes to the last of the crowd and began making her way back to her home.

Once she was out of sight of her supporters, she sighed and allowed her weariness to show at last. "Just a little bit more, it'll all be done soon. Haah… I wish I didn't have to do this."

"Ma'am?" Ilia questioned.

"Hahhaha… I'd much rather be in the hospital working than on the campaign trail to be honest. I'd probably do a lot more good in the operating room than out here." Jillian said with a tired smile.

"You're giving the people hope, it's not exactly nothing. Helps keep the negativity at bay." Jaune said.

"Maybe, thing is I shouldn't have to. Atlas… it's very existence should be doing that. Yet it's not happening so I have to step in." Jillian said.

"I… don't follow." Jaune admitted, scratching the back of his head.

"Heheh, it was before your time, before all of ours actually. After the great war, Mantle wasn't in the best of places. Atlas, the floating city. It should have been a bright light illuminating our future, erase the hopelessness back then."

"Didn't it do that though?" Ilia asked.

"Did it? Maybe, but I can't see it from where I'm standing." Jillian looked around the neighbourhood they were in. Graffiti covered the walls and litter lay everywhere, most of the buildings looked old and in need of repair. A far cry from the shining city of Atlas above the clouds.

"We're supposed to be the greatest kingdom, the one with the most advanced technology, the one with the greatest wealth from our industry. So why is it that when I look around, I see none of that?"

Jaune and Ilia exchanged a glance, neither knowing what to say in response. The doctor did have a valid point.

"Atlas's existence in the clouds was supposed to bring hope. It was supposed to be a sign of what humans could achieve if they set their minds to it. Instead, as things are, it's a symbol of the unattainable, a constant reminder of your lot in life, that no matter how well you do down here in Mantle, there will always be someone looking down on you from the sky." Jillian sighed as she stared at the city in the distance, the floating landmass blotting out the setting sun, an ugly mark against the heavens.

"That's… not true… is it?" Jaune frowned as he tried coming up with a counterpoint, but faced with the evidence around him, that was easier said than done.

"Isn't it? I think the current state of Mantle speaks for itself. Once upon a time, this city stood for something, now it's been ground to dust. Whatever they say about Atlas being the true winner of the great war is… true I suppose. Mantle's the one that lost everything."

"Is that why you're running for the council seat doctor?" Ilia asked.

"Indeed. I've given up hope that things will ever change in Mantle unless someone does something. Atlas will never act, they have too much to lose if the status quo changes, but everything to gain if it doesn't. And the council?" Jillian snorted at the mention of the kingdom's governing body.

"The council is a farce, Ironwood does nothing and so effectively vetoes any possible improvement plans by ensuring it will not get a majority vote since the other councillors won't cooperate. But since councilman Eliot stepped down and opened up his seat, this is the best chance to inflict change. The only chance to install someone pro Mantle up there and hopefully turn things around. Since no one else is willing to run, I thought I'd give it a shot and… oh hello there." Jillian trailed off and put on her megawatt smile again as she greeted a newcomer emerging from a side passage.

Jaune and Ilia blinked in surprise before noticing who the doctor was greeting. Their hands edged towards their weapons as they noticed four more figures emerging from around them.

"Ma'am please stay behind us. Jaune, you get them, I'll play keep away." Ilia said tersely as she drew Lightning Lash at the same time the thugs drew their knives.

"Got it. Don't let em touch Dr White." Jaune replied as he deployed Ascalon, the lance tip pointing towards the nearest assassin.

"Children? Fuck it, hand over the doc or you can die with her." The lead assassin said, daggers at the ready as his men advanced slowly.

'five on two with a vip that needs protecting. Ohh… I don't like those odds but maybe…' Jaune kept his face blank as he leapt forwards and thrust Ascalon right for the leader's heart as an answer to his demand.

"Fuck!" The assassin swore as he parried the great lance with his knives, pushing the tip away enough just to miss his body. Before he could take advantage of the opening and counterattack, Jaune had already used his momentum to twist his body to reach the side of the lance. Grabbing it with both hands, Jaune shoved hard, the metal body crashing into the assassin and sending him tumbling back.

"Gah! Kill these sons of bitches!" The assassin roared and the other four started attacking in earnest. One rushed to help his boss while the other three tried breaking through Ilia's guard to get at their target.

"Not happening." Jaune tuned out the whipcrack of Lightning Lash in the background and the sound of lightning dust discharging, confident in Ilia's ability to do crowd control until he could get back to help.

Thrusting the lance towards the second assassin in a series of stabs aimed for his vital points, Jaune forced the man back before diving forwards in a lunge. As he expected, the strike missed and his aura took a glancing blow when the assassin took the opportunity to stab his exposed back.

Crashing to the ground as planned, Jaune grabbed a fistful of dust and hurled it into the man's eyes, blinding him and drawing out a fit of cursing. Not wasting a moment, Jaune lifted his foot and let fly, slamming it right into the man's groin. There was a distinct lack of an aura flare as the man let out a whimper before crumpling to the ground.

Rolling away and getting back to his feet, Jaune met the leader's incensed charge head on, the force of the attack shoving him back slightly, his feet dragging lines in the dirt. Jaune smirked and gave in all of a sudden, letting the assassin stumble forwards. While the man was off balance, Jaune bent low and pulled out his emergency dagger from its sheath and stabbed upwards.

Unlike before, this time there was a blue flash as the assassin's aura halted the blow. Jaune blinked in surprise before his world went red with pain, agony from a phantom stab to his side shooting through him. A savage kick to his midsection sent him flying back.

"Jaune!" Ilia cried out before she was forced to return her focus to her own battle. Her whip cracked again, scoring a painful blow across one of the assassin's face, the lightning dust enhanced weapon tearing through his face veil and sending a spray of blood into the air and the man dropped screaming, clutching his ruined face.

"What did you do to him!?" She roared at the leader as she continued fending off the remaining two assassins still trying to get to the doctor. Switching her weapon to sword mode as she fell back.

"Now why the fuck would I answer that? You're all going to die here."

"Like hell that's happening." Jaune spat out, the phantom pain already fading. Flicking a switch, Ascalon opened up, revealing the cannon inside. Aiming it at the floor near the assassin, he pulled the trigger, firing a concentrated fire and lightning dust cannon shell.

The cannon shell impacted and blew with devastating force, tearing up the ground and tossing the assassin back. Blue aura flickered and failed, but still the man stood up, wiping away some blood at the mouth.

"You brat, you'll pay for that."

"Can't use your semblance now that you don't have aura can you?"

"Tch, so much for doing this quietly, heh. It doesn't matter." Despite the situation, the assassin grinned and whipped out a pistol hidden in his sleeves. In one swift motion, he'd already aimed and fired at the doctor, the bullet striking her right between the eyes.

Black aura surged and blocked the attack before breaking instantly. The force from the hit carrying through and sending Jillian falling to the ground, bleeding slightly from where her aura had not been enough to completely negate the attack.

"NO!" Jaune roared and charged again, Ascalon back in lance mode. Stabbing furiously at him, Jaune's hits failed to connect as the assassin continued sidestepping and slapping the lance aside.

"Fuck, bitch had aura. Screw this, just one more shot and ahh!?" The man let out a shocked cry as he stepped on a tile that had been damaged by Jaune's cannon round earlier. It gave way under him and slid away, leaving him no solid footing and dropping him on his ass.

A rope and bola dropped from the heavens and wrapped around the assassin, tying him up and taking him out of the fight. "That was lucky."

Jaune turned to look at the roofs where an Atlas huntsman was smiling down at them. Clover chuckled and leapt down, a lucky misstep from one of the assassins taking him right into the path of his descent.

Combat boots smashing into his skull knocked the man out instantly and the huntsman rose, dusting himself off.

"Oh fuck, Atlas is here already!? Screw this I'm out." The lone assassin still standing tried to run away. He didn't get far before Lightning Lash wrapped around his waist and electrocuted him into unconsciousness.

"Clover Ebi of Atlas, you two doing alright?"

"The doctor! She's been shot!" Jaune pointed at Jillian, beseeching that Clover tend to their downed VIP first. The huntsman nodded and ran over to help the doctor up, after wiping away the blood and a quick check, it seemed to be only a flesh wound. But still, it would warrant a trip to the hospital just to be sure.

"I-I'm alright, I'm alright. My aura protected me." Jillian said as she came to, waving off their concern.

"Well ma'am, you'll still need to head to the hospital to get it checked out." Clover said gently but firmly.

"Hahahha… being a patient at my own workplace? Not what I was expecting when I left home today." Jillian chuckled, trying to find some humour in the situation.

"It's a good thing your aura is unlocked. If it wasn't…" Clover trailed off and shook his head.

"I had it unlocked a long time ago. Heh, once upon a time, I wanted to be a soldier too so I had it unlocked. But then, I got cursed with abysmally small aura reserves and that killed my chances there. Not enough to save me they said… heh, glad that got proven wrong." Jillian chuckled and rose to her feet, swaying slightly but managing to stand under her own power.

"We-we're so sorry ma'am. This shouldn't have happened on our watch." Ilia apologised with a crestfallen expression.

"Don't be, it wasn't your fault. Some people don't like what I'm saying and prefer if I was no longer in the picture. They'd have come for me eventually."

"But still-" Ilia's protests were waved off.

"You kept me alive long enough for help to get here. That is enough and I am grateful for your help." Jillian smiled at the two students, yet her reassurances just added to the pit in their stomachs.

"I will handle the doctor's escort from here, you two are the Prometheus students assigned to her protection detail, aren't you?" Clover asked.

"Yes sir." Jaune replied, unable to meet the huntsman's eyes.

"Don't be too hard on yourselves. Get yourselves checked out, either I or one of my colleagues will be by to get a report on the situation from you later. This one's on us, with the heightened security, this never should have happened." Clover said and started guiding Dr White towards a nearby bench while waiting for transport to arrive.

"Did we win?" Ilia asked Jaune, a haunted look on her face.

"We did. Bad guys down and the VIP is safe." Jaune replied, his own expression a mirror for Ilia's

"So why does it feel like we lost?"

* * *

Author's notes: Huehuehuehuehue


	7. Chapter 7

Disclaimer, I do not own RWBY

**Chapter 6: Chasing shadows**

"How're you holding up Qrow? Do I need to take you off the case for recovery?" Ironwood's voice came from Qrow's scroll and the bird shifter bit back a small wince when some of his bandages chaffed against his still healing wounds.

"Not the first time I've had a burning building collapse on me, I'll be fine Jimmy. Shit, everything's a right mess now." Qrow grunted out and stared out the window of the hospital, the smog from the burning warehouse district still not clearing up yet two days after the incident.

"What happened in there, why the hell did I get a priority one message from Mistral at 4 AM in the morning regarding one of my huntsmen being fished out of the burning wreckage?" Ironwood asked.

"Eh, following up a lead on a child trafficking case. Caught the bastards red handed and they tried burning down the place to hide the evidence." Qrow shrugged and carefully left out any of the more sensitive details pertaining to the investigation of Jack Noir just in case someone was listening in.

"Good news is, kids survived. I got _lucky_ for once. Entrance to the basement collapsed thanks to would you believe it, bad luck, rest of it untouched, kept the fire from getting inside. Old ventilation systems leading outside gave enough air so they didn't suffocate. Once the fire got under control, they were dug out safe and sound… a borderline miracle in my opinion." Qrow shrugged again as he recalled getting the good news from one of the doctors once he woke up.

"And the bad news?" Ironwood raised an eyebrow. Qrow chuckled mirthlessly and fell silent, turning up the volume of the radio so the general could listen in on the repeat news broadcast. The part covering the mysterious arson attack had already passed, and now the sudden senseless murder of an orphanage director along with the passing of the sole kidnapped adult from internal haemorrhaging was being discussed.

"They work fast. Didn't even have time to question em." Qrow smiled thinly, once again leaving out the fact that he did get some information from the kidnapper before things went to hell.

"So you're back at square one then? Nothing to show for your injuries." Ironwood sighed, catching on to Qrow's subterfuge and playing along.

"Not exactly. Heard something about a gang trying to set up shop in Atlas, use the kids to run drugs across the border. It ain't much but it's all I've got, I'll be heading back to Atlas to check it out once I discharge myself." Qrow said, using several hand signs to get the true destination of the Mistral countryside across.

"Discharge yourself Qrow? You should listen to the doctor's orders, but I leave it to your discretion." Ironwood nodded and gave his tacit approval for Qrow's mission to the country side.

"Heh, ain't no way I'm staying in this prison any longer. I have uh… an appointment that I am very late for right now." Qrow looked away sheepishly as he ripped the iv drip from his arm, Emerald was not going to be happy with him.

* * *

"Ow! Ow! Ow! Cut it out! You're not supposed to beat the injured!" Qrow hissed in pain as Emerald ignored his pleas and continued whacking him with a broom. Damn the girl could hit hard.

"Liar! You said you'd be back late! Then you just disappeared for two days!" Emerald yelled and gave up whacking Qrow and switched to stabbing him with the handle instead.

"Oh come on kiddo, it's not like I wanted to have a burning building drop on top of me! Cut me some slack here, it's not like I didn't leave you enough money for food and all that." Qrow protested and dodged behind a table to avoid the stab happy orphan.

Emerald paused in her attacks as she took a moment to process Qrow's words, then the anger dissipated, replaced with worry. "The… fire at the warehouses… that was you? Why? What happened!?"

"Those guys who took your friends, I found some of them hiding out there. The fire was their work, but unluckily for them, they failed to get me." Qrow gave a thumbs up.

"What!? Yo-you found them!?" The broom fell from her limp fingers as the mint haired girl took a small step back, not expecting Qrow to actually uncover the kidnappers.

"Yeah I did. They got away though." Qrow bent down and picked up the broom, hiding a small wince of pain as he returned it to the corner of the room.

"S-so what happens now?" Emerald asked?

"Now, I go after their base. Got a lead, something about a destroyed village near Mistral." Qrow sighed and picked up his trusty flask of whiskey and started drinking from it, savouring the burning liquid after two days of crap hospital food and plain water.

"WHAT!? Why would you go after them again!? You… you nearly died!" Emerald stared at Qrow in utter disbelief, unable to comprehend why he would put himself into danger again so soon after just barely surviving one ordeal.

"It'll take a lot more than a burning building to finish me kiddo, don't worry about it. They got lucky with the fire, next time things will go better."

"You can't promise that. What if things get worse? What if… what if you don't come back this time?" Emerald asked softly.

"…You're right. I can't promise I'll come back, but I still have to go." Qrow smiled a small sad smile and ruffled Emerald's hair with a free hand.

"The people behind the kidnappings are still out there. I saved ten children, but who knows how many more are still missing? I have to stop them before they can do it again."

"Why? Why does it have to be you? Can't it be someone else?" Qrow was the first adult, no the first human to actually be nice to her of his own volition. Not the orphanage workers, not her fellow orphans, not the uncaring strangers she passed on the streets, Qrow was the only person to have shown her genuine kindness and she didn't want to lose him.

"I am a huntsman, I have a duty to try. Right now, I'm the only one who can." Qrow shrugged, things were what they were. There was no way to tell which Mistral huntsmen were corrupt and most of his contacts were out on missions. Calling in support from Argus was also a no go at least until the victims were safe, the potential for collateral damage was too high.

"It's not fair." Emerald whined.

"No. It isn't. I don't know how long this mission will take, if I don't make it back. Someone will be by to pick you up. Don't worry, I'm not letting you go back to the orphanage or back on the streets, you'll be staying with my brother in law, I'm sure he won't mind having one more daughter to look after." Qrow let out a small 'oof' as Emerald tackled him in a hug and started squeezing.

"NO! I don't want to stay with anyone else! Don't go!"

"I have to. Imagine if you were one of those taken, would you want me to stand by and do nothing?" Qrow gently pried Emerald's arms off him and knelt before the young girl, brushing away her tears with a finger.

"Then I'll come with you!"

"No. It's too dangerous." Qrow shook his head firmly.

"But I have my illusions! I can help!" Emerald's attempt to convince Qrow to take her along failed again when Qrow just repeated his headshake.

"No, you have a talent, but you haven't been trained for this. Tell you what, when I get back and if you're still interested in it, I'll train you to be a huntress myself." Qrow offered with a small smile.

"You promise?"

"I promise."

* * *

Jaune swung Ascalon in a wide arc, the lance whistled through the air as the cool evening breeze sent his already messy hair into greater disarray. The training field was silent as Jaune stood alone in it. Lowering his weapon to the ground with a small sigh, Jaune wiped away the sweat that had accumulated on his face and sucked in a deep breath.

His lungs burned for air and his muscles screamed in protest, but still it wasn't enough. His body thrummed with angry energy and nothing he did could burn it off. Growling in frustration, Jaune raised his lance and started running through the different stances and moves he knew, chaining them together in a series with ever increasing speed.

Every thrust, every swing, every dry fire of his cannon, that man's face appeared in front of him. Taunting him, mocking his efforts, always out of reach, that infernal sneer burned into his retinas, the sound of his gunshot still ringing in his ears.

Finally, Jaune's exhausted body couldn't keep up with the demand he placed on it and the student stumbled. His concentration broken, Jaune tripped over his feet and fell face first, getting a mouthful of dirt.

Rolling over onto his back, Jaune's chest rose and fell rapidly as he sucked in life giving air to ease his burning lungs. Staring up at the shimmering stars in the indigo sky, Jaune fought to get his breathing back under control, disappointed in himself for losing focus at the last second.

Once more, the face of that assassin came back to haunt him before dissipating. Jaune sighed and closed his eyes. "Not good enough. Still not good enough…"

"Killing yourself on the training field isn't going to help much you know." A voice pulled Jaune out of his pit of misery and he looked up to see Ilia approaching. His friend knelt down and offered him a bottle of water.

Jaune accepted it with a grunt of thanks before emptying half of it over his head to cool off. Sitting up and ignoring the popping of several joints, Jaune drank the rest of it in one go. "It's not enough Ilia, still not strong enough… it sucks."

"You're telling me." Ilia's bitter smile spoke volumes about her current mood. Their escort mission debacle continued to weigh on the both of them heavily.

"I wish Qrow was here, he'd probably have some kind of advice for this." Jaune said.

"Probably, but whatever he's doing in Mistral is probably more important than listening to our problems. Speaking of which, we got our next assignment." Ilia handed her scroll to Jaune, saving him the effort of retrieving his own from his pack lying by a tree.

"They're giving us another chance after that mess?" Jaune raised an eyebrow before reading through the mission details.

"Wasn't our fault according to Headmaster Aqua, we're just combat school students, fighting off assassins should never have been part of it. Hmmph, there wasn't even supposed to be any danger in that mission with all the heightened security. Just a training exercise to give us experience on the proper procedures for an actual security detail job." Ilia said.

"Yeah well, that didn't go according to plan. So what happens now?"

"They're scrubbing that mission failure from the record and we get a redo with this one… at least the headmaster is giving us the option to do that. Things go wrong on simple missions all the time so normally this failure would stand but she's giving us a second chance, maybe that Clover guy had something to do with it." Ilia answered with a small shrug.

"Alright, so who're we guarding… you're kidding. Jensen Schwartz? We're guarding the only other candidate for the council seat this time?" Jaune narrowed his eyes as he stared at the screen.

"Fingers crossed it won't be as bad as the last time. On the bright side, he's rich, he'll probably have his own guards for extra security, so… yay?"

* * *

"Jaune Arc and Ilia Amitola I presume. You're here early." A middle-aged man in a black trench coat with a flowery pattern stitched on greeted them. Despite being a member of the Atlas upper class, Jensen Schwartz looked nothing like most of his brethren.

A head full of black hair only just starting to show signs of grey, the man sported a moustache and goatee and donned a pair of sunglasses even indoors. Tall and lanky, there was hardly any fat to be found on him and tacking on a naturally severe face, it all served to give the man an air of danger. Something about the way Jensen carried himself reminded Jaune of Qrow, they both had the same vibe of being constantly on the alert despite not looking that way, and Jaune wondered if the man had previous combat training.

"Good, saves me some time. I presume you've seen the schedule?" Jensen folded his arms and waited for a response.

"Yes sir, factory inspections and then a visit to Mantle, our duty ends once we've escorted you to your destination." Ilia replied quickly.

"Right, follow me please." Jensen nodded and started walking towards his office building's basement car park, Jaune and Ilia following behind him with a confused expression. Their confusion only worsened when they noticed his vehicle, a posh looking sedan that could comfortably sit five… and a conspicuous lack of any other vehicles or people.

"Sir, where are the rest of your guards?" Jaune asked, scanning the empty parking lot and finding nothing.

"There aren't any. Not a fan of guards." Jensen's reply caught both students off guard.

"Before you ask, I'm perfectly capable of protecting myself. If there is a firefight, odds are I'll be the one protecting my security team instead."

"If… you don't need protection, why did you take us on? You could have turned down the mission and we wouldn't be bothering you." Ilia said.

"I never asked for this, but I owe Neil quite a lot. When she asked that I go along with this mission for two of her students, it wasn't too difficult to adjust things to fit you in." Jensen slid into the driver's seat and the car came to life with a low hum. Once more the man deviated from the norm, preferring to drive himself instead of relying on a chauffeur like his contemporaries.

"…We're sorry for troubling you then." Jaune said as he sat shotgun and Ilia resided in the backseat.

"It's fine. You're training to be future huntsmen aren't you? If taking you up as my guards will help in your studies, then it's no trouble at all." Jensen shook his head and began to drive, his shades glinted in the sunlight as the car emerged aboveground and began heading for Schwartz Industries' factory.

"You two are the ones involved in the assassination attempt on Dr White a week ago aren't you? Unfortunate you had to be caught up in such nasty business."

"We failed that mission and this is our chance to make amends… sir." Ilia said, biting back a curse at the reminder of their failure.

"Hardly a failure, the doctor lives and has made a full recovery, that's a success in my book." Jensen said.

"But she got shot, if it had been a different team, a more experienced one-" Jaune began but their current employer cut him off.

"If it were someone else, Dr White might not have been shot. Or, she might have been killed instead. Don't live in the what ifs Arc, you're both far too young to be dragged down by that kind of poison."

"But-"

"No buts, trust me, I know better than most what it's like to have regrets, to ask myself what if I'd done things differently." Jensen's short bark of laughter held more than a trace of bitterness in it.

"But it's a fallacy, things can _always_ be better, just as they can always be worse. What's done is done and no amount of wishing will change the past. You just have to play the hand you've got."

Jensen drove in silence for a couple of minutes while Jaune and Ilia pondered his words. Ilia was the first to break the silence with a question. "Mr Schwartz sir? If you don't mind me asking, why are you running for the council seat?"

"I want to change the view I see from my office tower every morning." Jensen replied.

"Change… the view? You want to rebuild Atlas?" Jaune asked, the confusion written all over his face.

"Not exactly although if that's what it takes then maybe. You see, every morning I step into my office, the first thing that greets me is the view. There was a time when I loved it, the glory of Atlas on display and I got to see it all. But now… it's not quite the end of the world but you can see it from there." Jensen sighed and took a moment to recompose himself before continuing.

"When the other kingdoms look to Atlas, they see us as a symbol of the future, our technology, our advancements, it's not arrogant to say we're beyond the rest. But at the same time, Atlas is stagnating and it's just a matter of time before rot sets in, a change is needed and since no one else will do anything about it, I will."

"I don't follow." Ilia admitted.

"The great war cost us a lot, the best of us either defected to Vale or died in the fighting. After the war, we advanced because there was no choice but to advance, any other path would have led to Atlas's eventual dissolution as a kingdom. Our armies were gone, Solitas was still a frozen wasteland and we had nothing to our name except our technology, that at the time was only slightly more advanced than everyone else." Jensen gestured to the flying city around them.

"So we took the one path we had and carved out our own piece of heaven… literally. In a few decades we advanced by more than we had in the preceding centuries. But then the old guard grew old, handed over the reins to people who didn't understand what sacrifices it took to bring Atlas to where it is today. They didn't see the blood, sweat and tears that went into doing the impossible, they only saw the results, and humans being human, grew complacent."

"But the world is at peace, what's wrong with enjoying it?" Jaune asked and Jensen simply shook his head.

"If we were at peace, we wouldn't need you. As long as the Grimm threaten mankind, Remnant will never be at peace. But up here with their heads in the clouds, safe behind the walls, so many have forgotten that fact. Nothing wrong with enjoying life, but we've done enough of that and Atlas is stagnating. Somewhere along the line, the focus shifted from advancements for everyone to profit maximising at the expense of others. Right now, progress is being driven by only a few and I worry about what happens after those few are gone." The car pulled into the factory and Jensen parked it right at the entrance.

"Then of course there's the faunus problem. Mantle's history with them is… chequered at best and even now people like _Schnee _compound the issue." Jensen spat the name out like a curse. Jaune and Ilia exchanged a glance, slightly taken aback by the vitriol in Jensen's voice.

"You mean the White Fang?" Jaune hedged.

"They're one of the symptoms of a larger problem. It's not an exaggeration to say a large amount of Atlas's wealth was built on their backs, that they're angry at being denied their share is understandable. The White Fang is just the beginning, if Atlas can't change its treatment of those 'beneath' them, this kingdom will tear itself apart from within. And it's not even just the faunus anymore, more and more people like Dr White are starting to appear." Jensen said as he led the way inside.

The hum of machinery filled the area as the three of them walked through a corridor, inspecting the assembly line beyond the windows. Hundreds upon thousands of incomplete Atlesian Knights moved along the chain, more and more pieces added as they went along until a new unit of Atlas's military engine stepped off the production line at the end.

"W-what's wrong with Dr White? She just wants what's best for Mantle." Jaune said once he found his voice again, still in awe that he had a first hand look at the AK production process.

"That's _exactly_ the problem. She wants what's best for Mantle, not Atlas and Mantle, just Mantle by itself. A council member has to work for the good of both cities, not just one… even if it is true the previous council has been failing Mantle for a long time now. If she's elected… Atlas might not be long for the world either. People like Schnee will never accept her rule, if she tries pushing it, odds are good they'll simply find a way to take everything that isn't nailed down to another kingdom like Mistral or something. Or more likely, someone tries assassinating her again." Jensen shrugged, calling it as he saw it.

"Then what are you planning if you win the election?" Ilia asked, doing her best to keep the frustration of having her idol slighted out of her voice.

"For a start, I intend to ensure the laws are actually enforced against corporations. The treatment of faunus in the mines are blatantly illegal in some cases, there have been more than a few confirmed reports of children being branded by the SDC but the council never had the motivation to do anything about it. Ironwood is solely concerned with the military and Atlas academy while the other council members just don't have any incentive to make more enemies when they can't even stand one another. That has to change. The _Atlas Royalty_ have been unchallenged for too long, I intend to put the squeeze on them, not enough to make them run, but enough to force them in line if only to avoid the hassle. God knows they won't do it out of the goodness of their heart." Jensen said.

"Will that be enough though? What about the people in Mantle then?" Jaune asked.

"I don't know. But I do know that something has to be done and I have to start somewhere. I build weapons and soldiers for the army to fight the Grimm, yet somehow the biggest threat to my home comes from within on multiple levels. It's honestly quite vexing." Jensen grit his teeth in frustration, for the moment, he was powerless to do anything to stop Atlas's descent into hell and it stung. Jaune and Ilia exchanged another glance and fell silent, neither knowing how to respond to that.

The rest of the factory inspection went by without issue, with so much of the process being automated, checking went by faster than anticipated. Once they were done, a private bullhead was already on standby to take them down into Mantle.

Jaune and Ilia were on high alert as soon as the bullhead touched down, expecting assailants to leap out at them from the shadows at any instant. Hands never once leaving the hilts of their weapons despite Jensen's assurance that he was more than capable of defending himself should it come to it, it was all for naught in the end when absolutely nothing happened.

Jensen's final destination turned out to be a small unassuming clinic tucked away in a random section of the city. A small bell rung as he stepped through the door followed by the students behind him.

"Hmm? Who is- oh it's you Jensen. Did something crop up with the project? Ah, hello there, I didn't know you were bringing more visitors, I'd have prepared a spot of tea if I knew." An elderly man popped out from the backroom and greeted them.

"It's fine Dr Polendina, I'm here for a tune up, that's all. These here are my escorts. Speaking of which, the two of you are free to go now. I'll let Prometheus know everything went okay." Jensen nodded and dismissed his two 'guards' for the day, their mission complete as soon as he stepped into Pietro's clinic.

"Then thank you for having us Mr Schwartz, we'll be leaving now." Jaune gave a small bow before turning and heading out the door, Ilia right behind him.

The two of them walked in silence for a bit before Jaune broke it. "Well? What do you think?"

"He's… not what I expected. Definitely not what I expected." Ilia admitted with a shrug.

"I don't like that he doesn't agree with Dr White, but at the same time…"

"He has a point." Jaune finished for her. Craning his head to look up at the flying city above them, Jaune wondered just how much of their current peace was actually an illusion, were things better now or were people just better at covering things up?

"You think he had anything to do with the attack?" He asked the million lien question at last.

"I don't know… but I'm leaning towards no actually." Ilia said.

"Yeah, me too."

"So that leaves the question, who ordered the hit? Other people who want her silenced? You think the cops figured it out yet?"

"Since I haven't seen anything on the news, I'm going with no."

"Yeah..."

* * *

'So this is where you bastards have been hiding in.' Qrow thought to himself as his bird form landed on the roof of one of the still intact buildings. After much fruitless searching, he finally found it, the base of the kidnappers.

A tiny village barely marked on any map, it rose and was wiped away by the Grimm with barely anyone noticing or caring, the perfect place to set up a base. The entire place was swarming with activity and Qrow cursed himself for underestimating the scale of the operation.

He itched to simply go to town on the place and let his semblance run riot but there were simply too many people down below to get them all in a frontal assault. Too many would escape his onslaught and disappear into the wilds, Grimm would get some of them but enough would live to do this again in the future, something Qrow would not accept.

Bullheads came and went every hour, some bringing in new captives, others shipping them to destination unknown. Swooping around the bullheads that were about to take their cargo with them, Qrow pushed his control over his bad luck to the absolute limit, causing engine failures and equipment malfunctions to ground the airships and keep them groundside.

But despite his best efforts, Qrow couldn't stop all of them. Sometimes there were too many taking off at the same time, others, his bad luck simply failed to take. Whenever it happened, Qrow could do nothing but bottle up the rage inside and let it fester, once night fell, he'd exact vengeance for those he failed to save.

The one thing he could take solace in was that Sand was definitely here. A small and wiry man with more than a passing semblance to a rat, a nasally voice and an overinflated ego, Qrow would enjoy making the man scream.

But before that, there was work to be done. Sneaking about and finding the stash of knockout drugs in bird form was easy enough. After that, it was just a matter of stealing a bunch of sleeping pills and dumping it all into the cooking pot, give em a little taste of their own medicine.

By the time darkness arrived and the criminals gathered round for their dinner, Qrow was sitting high above them on a roof and sharpening Harbinger's edge with a whetstone. Just something to pass the time until the pills started working, it probably wouldn't be enough to knock them all out but it would severely hamper their reactions and allow him to scythe through them all with Harbinger… heh Tai would probably be proud of that pun.

"It's about time I think?" Qrow said softly once most of his soon to be victims had finished their meals, already some of them were woozy on their feet. As the first worried murmurs started, Qrow leapt down from his perch and landed in their midst.

Harbinger flashed in the dim light and heads rolled. Moving quickly through the addled men to give them as little time to react as possible, Qrow's body count was in the dozens by the time the first panicked gunshots started ringing out.

Misfortune activated repeatedly, turning the area into a chaotic mess as support structures gave way under the strain, several ancient buildings collapsing on top of the heads of their inhabitants and burying them all alive.

"Fifty-three, fifty-four, fifty-seven…" Qrow counted out loud as bodies continued dropping around him, drenched in the blood of the fallen and crimson eyes reflecting the light, the huntsman was the very image of the grim reaper come to collect.

By the time the gunfire ceased, the area was littered with over a hundred corpses, Qrow offered no mercy to any of the slavers save a quick decapitation. As he advanced on the drowsy Sand currently backed up against a wall, Qrow hummed a small tune and sent a message to Cordovin, requesting reinforcements to secure the area and evac the remaining abduction victims.

"W-who are you? Did Malachite send you? Please, I can double, no triple whatever she's offering." Sand pleaded as he fought back the drowsiness plaguing him to stare up at the bloodstained monster towering over him.

Qrow snorted in disbelief, lifting his leg, he brought it down on Sand's right knee with a sickening crack.

"AAAAHHHHHHHHRRRRRGGGGGHHHHHH!" The man's howl of pain was music to Qrow's ears.

"You have a lot of nerve trying to buy _me_ off. Tell you what, you tell me who you're working for and what you're doing to the people you abducted and I'll hand you over to Atlas instead of Malachite."

"AHHH! FUCK YOU! I ain't telling you shit!" Sand managed to scream out through the pain filled haze clouding his mind.

"Oh, tough guy eh?" Qrow lifted his boot and brought it down on Sand's left knee this time, drawing out another round of anguished screaming.

"I'm not sure you understand the situation. Every time you give me the wrong answer, I break something, next I go for your arms, and then… I get creative." Qrow flashed a bloodthirsty smile to put the fear of god in the criminal, to send the point home, he shifted Harbinger to shotgun mode and let it rest near Sand's groin.

"I… I can't! If I talk, he'll kill me!" Sand pleaded, trying to back away from Qrow but his exit was blocked by the wall at his back.

"Wrong answer." Qrow lifted harbinger and jabbed it into Sand's right shoulder hard, fracturing the bones there and filling the air with even more screams of agony.

"I'm not sure if you understand your position. Right now, I'm the one thing you should be worrying about, because I'm the one who decides how many pieces you'll be leaving behind as Grimm food." Qrow said in a matter of fact tone, his Branwen upbringing coming to the fore.

"Alright, alright! I'll talk! I'll talk!" Sand caved when he couldn't find a scrap of mercy in Qrow's eyes. Fighting through the pain to get the answer out so Qrow wouldn't break anymore of his bones, Sand opened his mouth to speak.

"His name is-" Sand never got to finish, a steel grey arm bust through the wall behind him and grabbed his face. The man's eyes widened from shock and pain before the light faded from them as the grip tightened, crushing his skull to pulp instantly.

"What the hell!?" Qrow backpedalled and raised Harbinger, firing on the wall to get at whatever the hell it was that just killed his source of information. The buckshot slamming into the already weakened wall caused it to collapse on itself.

"You again!?" The huntsman growled out as he noticed the accursed statue from the warehouse there, still giggling silently without a care in the world. The arms Qrow had lopped had been replaced with mechanical ones strong enough to punch through a solid brick wall evidently.

Switching to great sword mode, Qrow started stabbing at the abomination, this time, he'd remove all four of its limbs then he'd see if it could still escape his clutches. But that was easier said then done.

The statue was even faster than before, this time able to keep up with Qrow's attacks and counter with its own. Despite lacking weapons of its own, the statue's new arms more than made up for it. Fingers arranged in a wedge, they struck with surprising amounts of force, easily tearing through whatever they hit and he'd already seen it punch through a wall to kill a target.

"What in the fuck are you?" Qrow asked as Harbinger found purchase in the statue's abdomen, tearing off a large chunk of it. Like its old arms, nothing but plaster inside, no flesh or blood.

Silent giggling was his response as the statue's mouth opened, viscous black liquid shooting out of it. Qrow sidestepped and ignored the flames bursting out wherever the liquid landed. Harbinger switched to scythe form when an opening presented itself, the weapon's edge caught the statue's right elbow and with a simple wrench, sliced off the limb at the joint.

Qrow sidestepped again as another wave of inflammable liquid was spat at him. Mechanical whirring could be heard as Qrow switched to shotgun and rammed the barrels into the thing's jaw. Pulling the trigger, he erased everything below the nose instantly. "That's quite enough of that."

Still the thing refused to go down, continuing to fight with its one good arm and throwing in a few kicks whenever the opportunity presented itself. But even so, slowly but surely, the veteran huntsman was wearing it down.

A shotgun blast removed one of its legs at the knee. A sword slash shattered the other. And the statue was left to crawl on the ground with only its arm for mobility.

"Alright, now to cart you off to Ironwoooah!" Qrow threw himself to the side as the statue flung its arm out at him, another wave of black liquid launching from it and narrowly missing him. Whatever the liquid was, the mechanical arm did not react well with it, sparking and failing once the attack was done.

Scrambling back to his feet, Qrow held Harbinger at the ready just in case the statue had anymore surprises in store.

As it turned out, it did.

Black miasma started leaking from the statue and the mist coalesced into a single form as it vacated its now useless shell. Qrow took several steps back in shock as the Grimm reformed.

"Bloody hell, you're a Geist!?" Qrow spat out as the Grimm hovered in place, appearing to glare at him through its mask. Compared to the other Geists Qrow had vanquished in the past, this one was markedly different, less ghostlike and a lot bulkier than normal. It's one eye glowed green instead of the normal yellow and its entire body was shaking as though in silent laughter.

Then without warning, it self-destructed. Spraying black liquid everywhere and setting this area of the village on fire. Qrow's blood boiled as his lead went up in flames, the only silver lining to all this was the fact that the abductees were safe on the other side of the village and reinforcements from Argus would arrive before the fire could claim them all.

"Fucking hell was that? Was that one of hers? God damnit!" Qrow swore and stomped off, hoping against hope that the bullhead's flight records would have clues to solve this mystery. As he stared at the flames eagerly consuming the corpses he left lying around, he cursed himself for not leaving a few more survivors or capturing the pilots first. But it was too late for regrets now.

"Damnit, Malachite better have answers for this, because all this crap is really starting to get on my nerves."

* * *

Author's notes: Nothing much to say here, hope you all enjoyed the chapter. Looks like the Covid situation is getting worse around the world, take care of yourselves and try to stay indoors, health isn't something to gamble around with and avoid panicking over fake news. Keep calm and carry on people, things will get better eventually.


	8. Chapter 8

Disclaimer, I do not own RWBY

**Chapter 7: Election day**

"The big picture? They keep telling us to look at the big picture, that sacrifices have to be made for the prosperity of the kingdom. We've been making those sacrifices for decades now, where is our prosperity? I look around and I don't see it, and I don't think you do either. It's time for a chan-" Jillian's speech cut off when Ironwood hit the remote and turned the tv off.

The general buried his face in his hands and released a long-suffering sigh, the guest in his office merely huffed in amusement. "This isn't funny Jensen. Her words are driving a schism between Atlas and Mantle, my job is difficult enough as it is without having to deal with a kingdom that can't even stand by itself."

"Heh, and that's why it's so easy to run circles around you in politics James. You're a soldier through and through, too focused on the big picture and the small things elude you. The schism has been there for a long time, it's just being put into focus now that's all." Jensen replied and continued leaning against the wall, eschewing the seat offered by Ironwood.

"It's a problem." Ironwood said.

"It's _always_ been a problem James, Atlas just never cared to do anything about it. Frankly, all this is inevitable, it was just a matter of time before Mantle got completely fed up with the way things are." Jensen said.

"Why can't they see that we're doing the best we can to safeguard both cities? What more do they want from me? I'm doing the best I can." Ironwood complained.

Jensen chuckled and shook his head. "You know how it is, your best is never good enough. James, you're an excellent general, but a fucking horrible bureaucrat. No one questions your ability to keep the Grimm at bay, but what about the happiness of the people then? What's the point of being safe if every day is miserable? We're the most advanced kingdom on the planet, yet somehow, there are hovels in _Vacuo_ that have a better standard of living than the poor in Mantle. And please, don't gimme that crap about finding jobs, you and I both know most corporations are in league with one another to depress wages, the working poor isn't a myth."

"And what am I supposed to do about that? Outside of a state of emergency where I declare martial law, it's not as if I can order the military to arrest people for illegal collusion, I'm sure they'd have already made the evidence disappear anyways. And if I try for a harder stance, you can be sure that it'll be one thing the other councilmen band together to oppose." Ironwood smiled bitterly at the reality of the situation.

"And now you see why Mantle is so fed up with the issue, because there's clearly a problem and it's one that's been going on for a long time… at their expense. _Everything_ is substandard in Mantle, new technology gets rolled out in Atlas all the time, how long will Mantle have to wait for that to trickle down to them? If nothing is done, Jillian will be the least of Atlas's problems. Mantle will not let it slide anymore, and… neither will I." Jensen shrugged, making the general aware on his stance on the issue.

"Must you go down this path? Haaah… it doesn't matter which of you wins now, you're both going to be a headache for me." Ironwood sighed again in frustration.

"There's no choice James, Mantle has been left to rot for eighty years now." Jensen shook his head and silenced his friend's protest before it could leave him.

"I come from Mantle remember, unlike you, I wasn't born in Atlas, I grew up in a slum, clawed my way to the top and fought every step of the way. So I'm more qualified than most to tell you this one kingdom two cities system isn't working. And don't tell me to look at the big picture James, it's the 'small' details that will tear this kingdom apart."

"And now you're exaggerating, the situation isn't anywhere near that dire Jensen." Ironwood shook his head, downplaying the threat.

"Yet. Ignoring the issue won't make the problems go away James, we tried that with the faunus, how'd that work out?" Jensen rolled up his sleeves to reveal the mechanical limbs beneath them, raising them up so the general could get a good look at them.

"Look at me, I'm more machine than you are. The ones responsible… just a bunch of radical terrorists, right? they'll be crushed soon enough, right? Well, that didn't happen now did it? They just went and joined the White Fang, and now the peaceful protest movement is the largest terrorist organisation on the planet who can and have beaten _Atlas_ in open combat more than once."

"And what do you want me to do about that? The situation was fucked long before I made general, I'm only one man Jensen, I don't have the ability to deal with everything at once. The people believe we are at peace, we are not. Fact of the matter is we continue to lose ground to the Grimm every day, it's all I can do to make sure the Grimm don't overrun the kingdoms… sometimes, I really hate our position as global military. It's too much of a burden to put on a single kingdom." Ironwood growled out and stared out his office window towards the walls in the distance.

"Well you have to do something, or if not you, then someone at least. People understand what they experience, and when all they experience is oppression while their leaders do nothing about it, they'll take things into their own hands. We already have the Fang to worry about, at the rate we're going, we'll have _two_ terrorist groups to deal with." Jensen replied.

"It's not that simple."

"No, it really is. The council exists to serve the people, not the rich, not some vague definition of a kingdom, the people. You've done a great job as commander of the military, but as a councilman, you've failed the people in every regard."

Ironwood fell silent as Jensen continued lambasting him for his failures. He could only sigh and rub his temples tiredly, as valid as the criticisms were, there were hard limits to what he could do. Leading the army, serving as headmaster and fighting two shadow wars at the same time, he was simply stretched too thin.

"Letting you convince me to be Atlas's main supplier of weapons and troops was the single biggest mistake of my life." Jensen folded his arms and exhaled slowly, letting the built-up anger drain away.

"Your machines have saved countless lives." Ironwood argued back.

"So they have, but at what cost? When I started Schwartz Industries, it was with the goal of advancing Atlas with better tech. Atlas the _city_ has definitely benefited from my work, so has Vale and Mistral if not to the same extent. So why is it that the only thing Mantle got from me are my mechs, serving as a reminder that they will always be under watch from Atlas? What happened to Atlas the kingdom?" Jensen asked.

"Vale and Mistral aren't our enemies Jensen, strengthening them empowers us too, we need them for our food imports remember. Solitas is many things, arable farmland it most definitely is not. As for Mantle, there just isn't enou-"

"Don't you bullshit me about not having enough resources James! Atlas is just a floating hunk of rock, it doesn't have resources of its own. Everything Atlas is, it leeched from Mantle. How long do you think it'll take before more people realise Atlas needs Mantle, but Mantle doesn't really need Atlas anymore? The only thing at the end of this road is a civil war, and it's one Atlas _won't _win, I will not allow you to use my mechs against Mantle." Jensen stated firmly.

"Jensen. The security of the people of this kingdom is my number one concern. Do not be on the wrong side of that." Ironwood's voice held an edge that wasn't there before, Jensen simply snorted and waved it off.

"That makes two of us. But I seem to be the only one who recalls that Mantle's population is far larger than Atlas. This kingdom is my _only_ concern, I have zero fucks to give about the others when my nation moves closer to the brink every single day. I'll admit, I too share some of the blame for this situation, I've been silent for too long, and now I'm part of the problem. Just another rich idiot growing fat off the work of others." Jensen shook his head sadly, that Mantle hated his guts hurt more than he wanted to admit to.

"We can't just ignore the other kingdoms Jensen." Ironwood growled out, internally damning Ozpin and his need for secrecy. Things would be so much simpler if he could just reveal the truth about Salem, there'd be a hell of a lot less cloak and dagger between allies if nothing else.

"Sure we can, we've done an amazing job ignoring our own. Jill was right about me after all, always too reliant on someone else to do things, so no one does anything in the end. No more. I'm done being a bystander. If you cannot do your job as a councilman, then I fail to see why you should continue holding two seats, your existence is an obstruction to progress. Make no mistakes James, friend or not, if I win and you still fail to change things, I will be calling for your impeachment."

Jensen and Ironwood glared at one another in silence neither giving ground until the general broke the silence first. "How did things come to this? Where did everything go wrong?"

"We buried our heads in the sand and hoped someone else would resolve the issue. Now we get to deal with the fallout before it gets any worse. I love this kingdom more than anything else in the world… I thought you did too." Jensen moved away from the wall and began heading for the door.

"I should be going now. The voting will start soon and I need to be in Mantle for the results come what may. But don't worry, however things go, Schwartz Industries will continue supplying Atlas with equipment at cost, just because I disagree with you doesn't mean I'll leave us open to attack. Have a good day James."

As the door softly clicked shut behind Jensen, Ironwood hunched over and shuddered as though the effort to push down his emotions were taking their toll.

"GRRAAGHHH!" Finally letting it all out in a yell, Ironwood picked up a small paperweight and hurled it across the room, shattering the decorative rock into a thousand pieces from the force of the throw.

Slumping into his chair spent from the outburst, Ironwood rubbed his eyes and took a deep breath to calm himself down. Not for the first time, he cursed his position and all the responsibilities it came with. "Problems wherever I turn. And Qrow's late on the report again… damnit all, you better have some good news for me."

The general stared out his window at the sunny skies beyond for a moment before snorting in derision and returning to his work. The skies outside were the exact opposite of how he felt now.

* * *

Compared to the doom and gloom of Ironwood's office, Mantle was positively charged with energy. Everywhere people walked with a spring in their step as they waited for voting to begin. The clash between Schwartz and White was all anyone could talk about, even the Atlas 'elites' in their ivory towers were weighing in on the contest where they could.

"Who do you think is going to win?" Jaune asked as he sipped from his glass of orange soda. Classes were out as the school decided it would be a good opportunity for an impromptu field trip into the city for the students to witness the most important election in living memory. Although, since the students weren't old enough to vote, that essentially translated to students breaking off to go relax in a café somewhere like Jaune and Ilia were doing.

"No idea, too close to call according to the polls, they both have a pretty solid support base." Ilia shrugged and turned to look at the giant video screen in the distance displaying highlights from their last rallies.

"Who do you want to win though?" Jaune asked next.

Ilia didn't immediately respond, taking the time to just process the question before shrugging in the end. "I don't know. Both have valid points and both at least care about the kingdom… or appear to do so anyways. It's just bad luck there aren't two seats open, then they could both be on the council. They're both far better than our current _esteemed_ councilmen in any case."

"True." The two friends lapsed into a comfortable silence as they simply watched the world go by. Once they were bored of simply sitting around and watching, Ilia had the idea of simply walking around Mantle to soak in the atmosphere better.

It was quite a wonder to behold, long lines of humans and faunus snaked around entire city blocks as they waited for the voting stations to open. Jaune and Ilia simply wandered past them, letting their feet carry them wherever, absorbing various titbits of information from the ambient noise around them.

"I'm surprised Schwartz has so much support from the faunus. I thought they'd be supporting Dr White over him to be honest." Ilia muttered as they passed a group of optimistic faunus discussing changes Jensen was trying to bring in.

"He's against the SDC and Jacques Schnee, that's enough to buy him a lot of good will. That and he's working to end faunus discrimination." Jaune replied.

"And Dr White isn't?" Ilia raised an eyebrow.

"Her message revolves around Mantle, I guess Schwartz's message is just more personal to the faunus and more appealing. Eh, I don't know, Gallia was never too big on politics, most we ever did was decide a new mayor, nothing even close to this level." Jaune shrugged.

Eventually, their wanderings carried them back to a familiar chapel. Unlike everywhere else, the security presence in the area was far lighter than elsewhere in the city. Just two AKs standing by on the street corner.

"Wanna go in?" Ilia asked.

"Sure, but you know she's probably not going to be inside right?" Jaune said.

"Maybe, but no harm checking. It's not like the candidates are expected to show up at the city square until the results are announced." Ilia replied and led the way forwards. Quietly pushing open the door to the chapel, her grin widened when a familiar figure in white could be seen kneeling at the ornate altar.

"See, she's here." She whispered to Jaune.

"So, wanna go say hi?"

"Nah, seems like she's busy, let's not distur-" Ilia silenced herself as the point was moot. Jillian rose from her kneeling position to look back at them, having heard them after all.

"Ah, I recognise you two, you were the ones protected me during that attack weren't you? Jaune and Ilia I believe." Jillian nodded in greeting as Ilia struggled to stammer out a response. Jaune took pity on her and replied in her steed.

"Yes ma'am, we're sorry to disturb your prayers, we were just checking in."

"Oh, it's no big deal, I was already finished before you two even arrived, but I'm surprised to see you both here, this chapel is quite out of the way and not a lot of people come here." Jillian said.

"W-we were just wandering and we ended up here. Bu-but, how are you doctor? Did you.. um…" Ilia trailed off, unsure of how to continue her inquiry.

"Oh don't you worry about me, I'm good as new. You should be worrying more about yourselves… you did take a few nasty hits."

"We're fine doc, our aura handled it, just wounded prid-ow!" Jaune rubbed the back of his head when Ilia smacked it. A sharp hiss of 'idiot' made him recall that unlike them, Dr White had been cursed with a critically weak aura, and all that it entailed.

"Ah…" Jaune muttered as an expression of slight bitterness flashed across Jillian's face before it was wiped away and the doctor schooled her expression into a more neutral one.

"So all of us are fine, that's good then. The past is the past now, it's the next couple of hours that will decide the future of this kingdom." Jillian said.

"Yeah… it's just a shame there isn't another seat so the both of you can be on the council." Jaune said.

"Oh, you support Jensen?"

"Ah um… I mean both of you want what's best for the kingdom, it's just a shame you have to compete here. If there was another opening, then you wouldn't have to go against one another." Jaune winced and rubbed the back of his head again, that second slap stung even more than the first.

"Hahahah… I can see why you'd think that, but no. If the two of us were on the council together, we'd probably bicker as much as the current council does. Our paths diverged a long time ago." Jillian said, a hint of sadness in her words.

"Did you know him personally Doctor?" Ilia asked.

"Know him? Once upon a time we were colleagues, heh, we were both born and raised in Mantle did you know that? You could say were childhood friends." There was a wistful look to the doctor as she cast her mind back to better days gone by.

"I didn't know that." Jaune admitted, the topic never came up when they met with Jensen for their mission but the only impression he got from the man was that he was against what Jillian represented.

"Most people don't. It's not like we go about advertising our pasts, not like letting the world know we used to be street rats would do anything for us… except get us mocked in certain circles." Jillian said.

"If you used to be friends, then…" Ilia began only to pause awkwardly.

"Then how did we become enemies in the political arena? Heh, there's no sob story to this. When we younger and full of hope, we wanted to make this kingdom the greatest in the world, not just on paper but truly, a place where anyone can look at and go 'wow, I wish my kingdom was even half as great as that'. The two of us swore to do our best to make that dream a reality, he went into robotics and I went into medicine, since our… military careers never really went anywhere for a number of reasons." Jillian said with a small chuckle.

Jaune and Ilia exchanged a glance. So Jensen was trained in the past, and Dr White too evidently, but why they left the army was still a mystery to them.

"In the beginning things were great, we were both rising too the top in our fields, then he lost sight of what we were fighting for. Betrayed our ideals for profit." Jillian's smile was exceedingly bitter at this point.

"Jensen betrayed you? But he doesn't look like the kind of person to do that." Jaune said.

"You will find that most 'bad guys' do not have those words written on their faces. You know his company is the main supplier of weapons and mechs to Atlas, don't you?" Jillian waited for two answering nods before continuing.

"That's what most people know about him, the man who provided the army its backbone. What they don't know is that Schwartz Industries was originally supposed to be in the medical field, not the military. Accidents, Grimm attacks, terrorist attacks… people are severely wounded daily and as much as I hate to admit it, even with existing medical tech, we can't save everything. Schwartz Industries should have been the answer to that, new kinds of prosthetics never before seen, we would have given people their entire _lives_ back. I thought he of all people would understand its value. But no. It wasn't to be." Jillian clenched her fists tightly for a moment before relaxing her grip.

"What changed?" Ilia broke the uncomfortable silence that descended on them.

"What changed was _Major Ironwood_ coming in. Made Jensen an offer he didn't want to refuse. For a bigger paycheck and a place among the _elites_, he abandoned our dreams. Left Mantle behind entirely for the floating city. We had an argument, he tried to justify his choice with providing safety for the kingdom, tried to apologise." The bitterness in Jillian's smile ramped up a notch.

"I told him to apologise to the people suffering in Mantle that he was abandoning. We fell out and haven't spoken to one another in over a decade now. And that brings us to today. Two former friends fighting for the same council seat, I won't bring up his past to the public, but the fact that he has the audacity to criticize his fellow upper class and claim to be for the good of Mantle… it's honestly quite galling."

"He… regrets it, I think. We met him on a mission, he told us that he knew better than anyone else what it was like to have regrets, to wish he could have done things differently." Ilia said.

"Does he now? It's a little too late for regrets now, isn't it? Our paths were sealed on that day so long ago… now the die is cast. I guess, in a few hours, one way or another, we will have our reckoning. History is about to be made." Jillian said and wiped away the bitter smile on her face, heading for the door.

"I have to meet my campaign team now, it was… nice… having this chat with you both. You two are good kids, enjoy these few hours of peace before things get really hectic." Jillian offered the two of them a smile as she stepped past them.

"Ah wait! Dr White, did you ever figure out who sent those assassins after you?" Jaune asked before he could forget.

"Yes… yes I did. Tragically, it was someone on my own team. I don't know if they were against me from the beginning or had a change of heart later, but the end result is the same. They didn't want me seeing things through. Trying to stop the inevitable." Jillian shook her head sadly.

"S-so what happened to them." Ilia asked.

"I don't know. I've heard the situation has been dealt with, but it's being kept quiet to not affect the election." Jillian answered.

"I see. Don't worry, we won't tell a soul." Ilia said and mimed zipping up her lips, getting a smile from the doctor.

"I know you won't."

* * *

"Shit, shit, shit, can't this thing go any faster!?" Qrow roared at the hapless pilot of the Manta.

"I'm sorry sir! We're giving it all she's got! We don't have enough fuel to go at full speed!"

"Fuck! What about communications? Any response yet?"

"Negative sir, we still can't get through to Atlas. Whatever's jamming us is doing a very good job of it." The pilot replied.

"Fuck! Fuck! We need to hurry, if we don't make it, it's going to be a complete bloodbath in Mantle." Qrow swore a blue streak and started pacing around the Manta to burn off the angry energy coursing his veins.

Malachite had come through on her end of the bargain, giving him everything he wanted and more. Unfortunately, he also found out just how short on time he actually was. Signalling Argus base for immediate emergency pickup, he got even worse news then.

Atlas was on complete media lockdown, ostensibly to prevent external influence on the council elections. But the timing was too perfect, everything reeked of foul play. There wasn't time to head back to base to refuel or swap transports, Qrow had simply used his authority to commandeer the airship and redirect it towards Atlas. A quick word with Cordovin had convinced her of the urgency of the situation but not even she was able to break through the lockout, even the emergency channels had gone offline. There was no way to get a warning through.

"This is bad, this is real bad. Bloody hell, Jimmy you better have enough troops in Mantle, I don't want to be backing up a graveyard. Fuck!" Qrow stared out the windscreen towards the floating continent in the distance, the worry written all over his face.

Despite not being a religious person, Qrow uttered a small prayer to the Brothers that he'd make it back in time before things went to hell completely.

* * *

Author's notes: This arc is coming to an end soon, probably one or two more chapters to go. Hope you all enjoyed reading this, again, Covid is still a thing. Stay home, stay safe, protect yourselves and your loved ones. Until next time.


	9. Chapter 9

Disclaimer, I do not own RWBY

**Chapter 8: Black and White**

Chaos reigned in the streets of Mantle as Atlas security forces struggled to protect civilians from several rampaging mutant Grimm and fight off treacherous elements seeded within their own ranks. Ironwood sighed heavily as he lowered his smoking gun, another white Atlas uniform slowly staining red. Holstering his gun, he turned back to where Clover was busy restraining two other renegade soldiers.

"Clover, get Sleet and Camilla out of here. Take Elm and Vine with you, until we sort out who's a traitor and who isn't, trust no one, their safety is in your hands." Ironwood ordered.

"Yes sir, what about Jensen and Jillian? They're both MIA." Clover asked, the two prospective council members had disappeared during the initial chaos and were nowhere to be found.

"Jensen can take care of himself, son of a bitch is too stubborn to die. Dr White… hopefully she found a place to hide." Ironwood replied.

"That… doesn't inspire much confidence sir." Clover said.

"I'm being realistic, you have your orders specialist. I will remain here and deal with things on the ground. And someone get these traitors out of my sight before I shoot them." The general shook his head and motioned for several loyal soldiers to remove the still struggling traitors while he got on with sorting out the mess.

"The only traitor here is you, you bastard!" One of the struggling men yelled at Ironwood and spat in his direction.

"Is that so? I'm the one trying to save Mantle while you lot just tried to murder the council and released Grimm of all things _inside the city._ You are not fit to wear that uniform, take them away. We'll deal with them later." Ironwood turned and walked away, traitors, terrorists, Grimm and two missing VIPs, today was not his day.

'God fucking damnit, I wonder if Qrow's bad luck is rubbing off on me.'

* * *

"Form a defensive line around the Manta, bird's out of fuel but it still has ammo and missiles to spare. Keep those Grimm off the civilians until reinforcements get here." The bad luck charm ordered several nervous and terrified Mantle guardsmen into position as several larger, heavily armoured Boarbatusks rounded the corner and prepared to charge them.

"Dig in, you're the only things between them and the people you swore to protect." Qrow instructed as he unfolded Harbinger into scythe mode and leapt forwards. He sorely wanted to find Ironwood or go after the mastermind but fate had other plans.

His ship had run out of fuel and been forced to make a landing on a random street when the attack began. Somehow it became a rallying point for fleeing civilians and guardsmen looking to regroup and a makeshift medical station providing rudimentary first aid with the Manta's first aid box.

Unfortunately, that also drew the attention of the Grimm running riot nearby with all the pain, anger and fear emanating from the gathered people. And the horde of car sized Grimm about to stampede them didn't help lower the negativity in the least.

'Rookies who haven't seen much actual combat I'd wager. Damnit, why couldn't I get some actual huntsmen or other specialists, if I leave them now, it'll be a bloodbath.' Qrow noted the lack of trigger discipline as several of them were already tightening their shaking grips on the trigger while the guns were still pointed in his direction. Green to the core alright.

"I'll trip up those Boarbatusks, try to get them to expose some weak point, you lot shoot them when they're down and for the love of all that is holy, don't shoot me." Having said his piece, Qrow refocused on the advancing Grimm and charged at them.

Harbinger scythed through the air, striking at the legs of the nearest Boarbatusk, sparks flew when the blade simply glanced off the abnormally hard armour plating on it. Qrow frowned at the tiny scratch his weapon inflicted before jumping away from the Grimm's swinging tusks.

Abandoning his initial plan of attack, Qrow switched tactics to tripping up the Grimm instead. Hooking Harbinger around the Boarbatusk's legs, Qrow pulled with all his might, before shoving against the Grimm's side, tipping the beast over and leaving it in the path of its brethren.

He grinned when the other Boarbatusks failed to course correct in time, ramming into the fallen Grimm and tripping over themselves, leaving them open to attack. The guardsmen didn't miss their chance, as one they opened up on the Grimm with their rifles while the Manta provided sporadic bursts of fire.

'So their tusks can penetrate their own armour, good to know.' Qrow mused as the Boarbatusk he brought down disintegrated after being impaled by another charging Grimm. The one responsible continued on its path, barrelling down the road and shrugging off gunfire like a tank.

Qrow grunted and switched Harbinger to shotgun mode, rewarding the Grimm's tenacity with a face full of buckshot that destroyed its unarmoured eyes. The Boarbatusk's squeal was a harsh grating sound and it was music to Qrow's ears. Vaulting over the beast, Qrow switched back to scythe mode and hooked the blade around the Grimm's back leg and pulled.

"Ahg, go to hell!" Qrow spat out as his scythe was nearly torn from his hands when it arrested the forward motion of the Grimm. The Boarbatusk squealed again as the scythe blade bit through its armour plating and into the softer flesh beneath.

With another mighty pull, Qrow ripped Harbinger through the leg entirely, severing the limb and dropping the beast, adding another obstacle for the Grimm still on their feet. Spinning back around, Qrow switched back to shotgun and blasted the Grimm's underside at point blank range.

He cursed when the buckshot failed to penetrate, only leaving pockmarks in the bone armour plating that didn't exist on regular Boarbatusks. 'How the hell are these Boarbatusks so damned tough? They're just Boarbatusks for crying out loud, is this her work? Damnit all, where's Oz when you need him.'

All around him the same story repeated itself over and over, the Grimm just shrugged off most of the small arms fire save where a lucky shot managed to find a gap in the armour plating. But even then, Grimm flesh was more than resilient enough to tank a great deal of punishment.

The one thing Qrow had going for him at the moment was that these abnormally powerful Grimm didn't have the tactical acumen normally associated with Grimm that had lived long enough to become this strong. They were completely focused on him instead of simply charging past to break the defence line and get to the terrified civilians behind it.

Qrow was jolted out of his thoughts when several bullets struck him in the back. His aura flared as it absorbed the damage and left him with phantom pain. "God damnit, watch your fire!"

Qrow blinked in surprise as he was shot in the back again. Dodging away from the Grimm, he was about to chew out whichever idiot didn't understand the concept of 'friendly fire equals bad' when he realised the shots weren't coming from the guardsmen, it was an impossible angle for them.

Aura flared again when a shot pinged off his shoulder. This time, Qrow looked up and saw three snipers on the roof taking pot shots at him. Growling, the huntsmen vaulted over another Boarbatusk, using the Grimm as makeshift cover while still stalling the Grimm tide.

"Well, ain't this a bitch." Qrow sighed before slipping his scythe's edge between a Boarbatusk's armour plating and then slicing upwards, disembowelling the Grimm and disintegrating it. Continuing to move among the Grimm, Qrow figured that if they wanted to shoot at him, he might as well redirect their fire where it would be of more use.

Shotgun snapping up into the face of a mutant Boarbatusk, Qrow pulled the trigger twice, dropping the beast when the shot went through its unarmoured eyes and into the skull behind it. Without missing a beat, Qrow wrapped his hands around one of the tusks and snapped the thing off with brute force, spinning around and ramming it into another Grimm's glowing green eye and burying it deep.

An ear-piercing howl marked another successful kill and one less problem to worry about. Qrow brought up a hand to shield his face from flying rubble when the Manta fired off a volley of missiles into the thickest concentration of Grimm, blowing most of them to hell.

When the smoke cleared, only several Boarbatusks were still standing, all of them bearing signs of battle damage and teetering about unsteadily. The guardsmen were still pouring fire on them and Qrow judged that they should be able to handle things from here and he could deal with the idiots still shooting at him.

Spinning Harbinger rapidly to deflect the incoming fire, Qrow cracked his neck and sprinted for the building the snipers were occupying. Reaching the wall in no time flat, Qrow started to run up the vertical surface, firing Harbinger's shotgun mode at intervals to give himself a recoil boost upwards.

"Holy shit! Shoot him! Shoot him!" One of the snipers cried out as Qrow managed to dodge from side to side while still sprinting straight up the building.

"Sup?" Qrow greeted with a pleasant smile as he cleared the top floor with a single jump and landed on the roof. Harbinger flashed once and the snipers dropped to the ground screaming as a red line opened up on their chests.

"Quit whining you babies, it's just a flesh wound… for now." Qrow kicked the nearest sniper in the side and grinned at the pained grunt that followed.

"Simple question, where's your boss? Answer or else."

"Fuck off Atlas scum!" The sniper he kicked spat at Qrow. The huntsman simply sidestepped the globule of spit and rolled his eyes.

"Gee… how original. I know all about your little organisation, you think you're patriots, don't you? Want to bring down Atlas so Mantle can regain its former glory? Newsflash, that's not happening, and whatever your opinion of ol Jimmy, you wear that uniform you are subject to the same laws that govern Atlas. So tell me, what's the penalty for treason again?" Qrow leaned in close so the men could see the absolute fury in his eyes.

"Go to hell!"

"Hahahaha… you don't understand your position, do you? You're all dead men, Jimmy isn't to going complain when he finds your mangled bodies, saves him the effort of arranging a firing squad. I swore an oath to safeguard humanity long ago, that means destroying monsters like the Grimm… and you." Qrow said, his voice holding just the slightest hint of the pure rage burning within.

"You're the only monsters here! Because of you, Mantle is-" One of the downed snipers yelled out before Qrow silenced him with a boot to the face.

"Mantle is _burning_ because of you, I'm the one trying to save it. You're trying to kill me while I'm protecting civilians from the Grimm, so don't you, fucking, bullshit, me with that attitude." Qrow spat out.

"I'll give you all one last chance to answer, where, is, your, boss?"

* * *

Jaune and Ilia continued running as bullets whizzed overhead. Ilia slowed down and returned fire with Lightning Lash before Jaune grabbed her arm and dragged her along. "Less shooting, more running!"

"We can't keep running forever Jaune, why are they after us anyways!?" Ilia shot back as she ducked under several dust rounds, blue bolts shooting by and leaving patches of ice wherever they struck.

"Don't know, just gotta keep running for now, there's too many of them! Shit, grenade out." Jaune dug into one of his pockets and pulled out one of his custom hand grenades. Setting the fuse for proximity detonation, he tossed the weapon behind a trash can as they sprinted past and down an alleyway and around another corner.

The ensuing giant boom sent out a shockwave that rattled their teeth, several frenzied howls reached their ears but neither slowed to check on their pursuers. Several bullets whizzing past them told them all they needed to know.

"What the heck kind of grenade was that!? And how are they still after us!?" Ilia stumbled when several rounds struck her in the back. Gritting her teeth and firing backwards blindly, she was rewarded with a scream of outrage when one of her shots connected.

"It's a prototype thermobaric weapon, it's the only I've got. Damnit these guys just can't take a hint, round that corner, I'll plant a mine with Ascalon, maybe it'll slow em down some more." Jaune replied, unfolding his weapon into minelayer mode.

"It's a what!? Are you sure that's even legal to carry around?" Ilia stared at Jaune in disbelief.

"It's technically a grey area since it's still a prototype, mine deployed! Where are we anyways, I don't recognise this street." Jaune switched Ascalon back to lance mode and swung it over his shoulders again, one of his cannon shells already buried in the ground waiting for the enemy.

"I'm not sure, but I think we're-" Ilia paused as another boom drowned out her voice. More pained screaming when Jaune's mine went off.

"I think we're close to where we were supposed to meet up with Professor Gre-that's a big Grimm…" Ilia's voice died in her throat as the two combat school students skidded to a halt. A giant Sabyr blocked their path, broken mechanical parts littered the area around it as the Grimm dropped the last sparking AK to the ground. An entire unit of mechs had been obliterated by one Grimm, and that Grimm was now staring at them with glowing green eyes.

"Oh boy... I'm not sure I have enough cannon shells to bring this one down." Jaune admitted, taking a step back as the Sabyr turned to face them, a low growl emanated from the beast as crystal spikes began growing from its back. Emerald lightning cackled along the newly formed spines on its back and a dull glow became visible in its mouth.

"JUST SHOOT IT!" Ilia yelled and opened fire with Lightning Lash. Jaune hesitated for a brief moment before following suit, lance splitting open to reveal the cannon barrel inside and spitting flaming death once he depressed the trigger.

The mutant Grimm reared up and roared in anger as the lighting dust bullets and cannon shells struck its face. Shaking its head from side to side to ward off the explosions and stinging bolts, the Sabyr swiped at the two of them with its claws, forcing them to back off or be shredded.

"Hey! That's my favourite jacket!" Jaune yelled as he staggered backwards, one of the Sabyr's swipes had just narrowly avoided sinking into his flesh, the freakishly sharp claws tearing through his jacket instead.

"Eat this you overgrown housecat!" Jaune raised Ascalon and jabbed the cannon forwards, right into the Sabyr's open mouth and pulled the trigger. The cannon shell detonated almost instantly, the blast pushing Jaune back and dealing heavy damage to the Grimm's unprotected insides.

"Uh, I think you made it angrier." Ilia muttered as the Grimm refused to die even after that, it snarled at them and the glow in its throat intensified.

"Dodge!" Ilia yelled and threw herself to one side while Jaune dodged to the other. The two of them just barely made it clear of the Sabyr's attack, dozens of emerald lightning bolts seared the air between them, scoring black lines in the dirt and zapping everything in their path.

The peals of thunder that followed were deafening and the stench of ozone hung thick in the air. Ilia staggered to her feet first and before she could shake of the disorientation, a giant paw had already batted her away.

"Ilia! Gah, my ears…" Jaune grunted out as his ears were still ringing and he couldn't even hear his own words. Hastily bringing up Ascalon to deflect the Sabyr's claws to the side, Jaune's arms stung from the force behind the blow.

Loading his final cannon round, Jaune fired it into the Sabyr's face, stunning it and giving him an opening to stab the tip of his lance into one of the Grimm's eyes.

"Gah!" Ascalon was nearly torn from Jaune's grip as the Sabyr howled and violently shook its head from side to side, trying to dislodge the weapon from its eyes. Jaune held firm as best he could and shoved harder, burying the lance deeper into the Grimm's eye.

The next thing he knew, Ilia was back on her feet and by his side, copying his move and sinking her sword into the Sabyr's other eye, the smaller weapon going in further and drawing out an even louder howl of agony.

"Die already!" Ilia shouted and struggled to maintain her grip on her weapon when the Sabyr started thrashing about even harder. The two students hung on for dear life as the Grimm bucked wildly and fired off lightning bolts from its maw intermittently.

Jaune lost his grip first when a stray bolt zapped him in the side, electrocuting him and causing his muscles to spasm, dislodging him. Collapsing to the ground, the breath was driven from his lungs as a giant paw slammed down on his chest and started crushing downwards, making it near impossible to breathe.

"Ahhrgh!" He gasped out and tried pushing the paw off him. Jaune's legs flailed about wildly while his hands scrabbled uselessly against the paw crushing him into the dirt, unable to find enough leverage to shift the Grimm's weight.

Two gunshots rang out and Ilia's aura flared, she gasped from the sudden pain and loosened her grip on Lightning Lash. Her aura flared again as a giant paw slapped her out of the air, tossing her into a wall hard enough to leave cracks in it.

Coughing in pain, Ilia estimated her aura reserves were down to around twenty percent after that hit. Good thing was their weapons were still stuck inside the Grimm's eyes and it was busy trying to get them out instead of finishing them off.

Bad thing was their weapons were still stuck inside the Grimm's eyes and the ones who shot her were still approaching. Ilia gulped and struggled to rise as their pursuers had caught up to them at last and they were looking only marginally more human than the Grimm they'd been fighting.

Jaune's explosives had done work on the three fanatics in sight, very messy work. Flesh burnt and blistered from heat, gaping wounds covered their bodies leaking crimson endlessly and one of them 'walked' with a limp, left leg so badly mangled bits of white could be seen and the flesh resembled tenderised meat more than anything.

Their auras had failed long before this point but still they approached, heedless of their wounds and with that accursed demented grin on their faces. Ilia's breath caught in her throat as the lead gunman aimed his gun at her and squeezed the trigger again. To her surprise and not so little relief, the gun clicked empty.

Undeterred by the lack of ammunition, the man dropped the empty gun and pulled out a wicked looking combat knife and continued shambling forwards alongside his two buddies, Ilia gulped and backed away until her back hit the wall.

Salvation came in the form of a dreary monotone. "Lost your weapons? Classic rookie mistake, a mechashift weapon reinforced with aura is a lot more durable than you would think. In times like these, just shift it."

Professor Grey seemed to materialise out of thin air, appearing right in front of the giant Sabyr with one hand on Ascalon. Completely unfazed by the snarling and struggling Grimm, Grey held firm and hit the switch on Ascalon, switching it to cannon mode.

The lance head split into four prongs, tearing apart the Grimm's skull in an instant. The Sabyr released one last choked dying wail as it disintegrated to ashes, Ascalon and Lightning Lash slipping free as the force holding them in place vanished. Ilia's weapon clattered to the ground while the professor switched Ascalon back to lance mode and swung it backwards, parrying the two daggers aimed at his skull.

"You two are late. The rest of the class is already gathered and waiting." Grey said while fending off the three fanatics without breaking a sweat.

"Hmm… dilated pupils, occasional twitching plus a high resistance if not complete immunity to pain. Curious and curiouser, I wasn't aware there was anyone left who could continue that brand of research." Grey said in a flat tone before stabbing each of the men in their knees with Ascalon, destroying them completely and reducing them to a frenzied crawling, screaming mess.

Jaune coughed as the pressure on his chest disappeared and he could breathe normally again. Scrambling to his feet, he watched with awe as his teacher utilize Ascalon with more precision than he personally could. It was strangely humbling, in the same manner one of Qrow's backbreaking lessons were.

"Your weapon, Mr Arc." Grey offered Ascalon back to Jaune once he was back on his feet. Jaune accepted it mutely, as his attention shifted to the screaming men glaring at them with hate filled eyes.

"You two have been busy, but come, we need to get back to the class now." Grey said and began leading the way out of the alleyway. Jaune and Ilia fell into step behind them while glancing back at the fanatics still trying to drag their way towards them.

"W-what about them professor?" Ilia asked.

"Leave them, without their legs they won't be able to follow us." Grey answered.

"So… we leave them for the police?" Jaune asked.

"In a manner of speaking. It's a good thing I found them chasing something, otherwise I might not have found you in time. Still, I didn't think I'd see a new iteration of the living dead unit." Grey said.

"Living… dead?" Jaune's eyes flitted to the deranged men and back to his teacher.

"Oh yes, a practice from the darkest days of the great war. Pump someone full of drugs so they can't feel pain or exhaustion and can continue fighting past the point anyone else would have collapsed. So named because such soldiers are dead men walking, if their wounds don't kill them, the toxins in their systems will. The procedure was outlawed after the ratification of the peace accords, but there are always people looking to restart the project, and it would appear someone did so successfully." Grey said with a shake of his head.

"Th-there were more of them chasing us earlier. Why are they after us? And the Grimm… they let them in… who could… who could do something like this? Why would they? Why would anyone?" Ilia was at a complete loss, her mind unable to come up with a logical explanation for the insanity plaguing Mantle.

And to think their day had started out so well. After parting with Dr White at the chapel, they'd been on their way back to re-join their class when the ambush sprung. A mob of would be assassins jumped them from everywhere at once and would have finished them both if it weren't for Jaune's quick thinking and a flash bang.

Escaping into the empty twisting streets of Mantle to avoid dragging innocent civilians into the crossfire had seemed like a great idea at the time but the deeper they went, the more desperate the pursuit. Then the Grimm alert sirens had gone off and Grimm started pouring out of the woodwork, bursting out of several buildings and rampaging instantly. The mad cries of how Mantle would be cleansed in blood left no doubt as to how they'd got there.

"Now isn't that question of the day. For now, there are still Grimm running amok in the city and civilians in danger. Can you both still fight?" Grey asked.

"Yes professor. I'm out of cannon shells and grenades but I still have my lance and knives." Jaune said.

"I have two full magazines and four rounds in Lightning Lash left, I'm good to go." Ilia chimed in.

"Good, once we've regrouped with the rest, you will be evacuating and safeguarding civilians from the Grimm. There is a rally point nearby functioning as a temporary staging area, bring everyone you find there."

"What about you professor?" Jaune asked.

"We have rebels disguised as regular Atlas forces, undermining our efforts, not to mention the living dead you dealt with. I will be in the background keeping them away from you all while you escort civilians out. Look alive students, the day is far from over and people need our help." Professor Grey instructed.

Jaune and Ilia nodded, their professor's mind-numbing voice managing to psych them up for the first time in forever. Both of them gripped their weapons tightly, part anxiety, part anticipation, the fighting wasn't anywhere near done yet and they had a job to do.

* * *

Jensen exhaled softly as he let the corpse fall to the ground, a wet 'schlick' echoed in the silent hallway when the body slid off his arm blades. The two jet black weapons retracted into his mechanical arms noiselessly.

Blood from the multitude of corpses scattered around him stained his shoes red and Jensen surveyed his handiwork again, making sure none of the bodies so much as twitched. Satisfied that they were well and truly dead, Jensen's form flickered before the active camouflage kicked in and he faded from view. A trail of bloody shoeprints marked his departure from the scene and progress deeper into the complex.

The head of Schwartz industries smiled grimly as he calmly stabbed two men passing by him in the throat with his arm blades, the reinforced titanium rods easily punching through unprotected flesh and severing their spines before retracting. Both were dead before they hit the ground, a momentary soft gurgle and then a meaty thud to mark their passing.

Invisibility made this too easy, no one could stand before him. He was a ghost, silent and unseen until the time to strike, and sometimes not even then. But despite the clinical efficiency with which he put down his enemies, Jensen felt no triumph from his kills, only bitterness and regret that such actions were necessary at all.

How long had it been since he set foot here? How long had such a cancer festered beneath Mantle, right in the heart of his childhood haven? He didn't know, and he no longer cared, the cancer plaguing Atlas would be excised by his own two hands.

The sound of soft footfalls reached his ears and Jensen smiled grimly. As two men in Atlas military uniforms came into view, the invisible ghost strode towards them, silent as the grave. Fingers twitched and arm blades deployed, muted gurgles and soft thuds echoed along the tunnel seconds later.

* * *

Gunfire rang in Jaune's ears as he squeezed the trigger and unloaded on the Sabyrs bearing down on their defence line. Until evacuation of the area was complete, they could not lose the bridge they were guarding. The rifle Jaune requisitioned from a fallen AK jammed at the exact same moment the Sabyr's charge buckled under the storm of lead.

Jaune cursed as he tried desperately to unjam his weapon before giving up and tossing it to the side. "Useless hunk of junk! Anyone else got a spare gun!?"

A slightly dinged up sniper rifle was shoved into his hands by an Atlas soldier assisting the defence along with several spare mags before the man moved several positions down to set up a machine gun. Jaune's thanks died in his throat when he saw the guns previous owner. The poor bastard was lying several feet away, several feathered barbs were sticking out of his chest after a Nevermore got lucky with a random spread.

Jaune swallowed hard and returned his attention to the Grimm in front, the first charge had broken but more were rallying for another. Dealing with them was number one priority, mourning the fallen could come later. Sucking in a deep breath, Jaune exhaled slowly and sighted down the scope. "At least these are just normal Grimm now."

The steady crack, crack, crack of his rifle calmed him down somewhat, helping him to focus. The sheer mass of Grimm before them helped mitigate his unfamiliarity with the weapon and his subpar aim, all he needed to do was point and shoot and he'd hit something. At least with normal Sabyrs, the high calibre rounds would kill in one hit as long as he struck flesh instead of the bone plating.

When the gun was empty, Jaune ejected the spent magazine and was midway through loading a new one when it simply fell out of his limp fingers. Jaune's right eye twitched uncontrollably as another mutant Sabyr bust right through a building, this one even larger than the one he fought earlier and with one extra passenger on it.

"Left! LEFT! _Other _left!" Qrow bellowed and jerked on the great sword embedded in the Sabyr's neck, forcing it to turn in the direction he wanted. The mutant Grimm continued bucking and thrashing about, trying to get Qrow off it, its wild swings crushing and maiming whatever Grimm Qrow steered it into.

Jaune's earpiece crackled to life and Ilia's voice came through. "Jaune! Is… is that Qrow on that Grimm's back!?"

"Yes. Yes it is. Never mind, how goes the evacuation?" Jaune replied.

"We're almost done here, just a few straggler-ah damnit more Grimm, gotta go." Jaune could hear the sound of Lightning Lash discharging several times before the line went dead. Confident Ilia could handle things on her end, Jaune shook his head and slapped a fresh magazine home and started shooting again. As a self-proclaimed super spy, subtlety really wasn't Qrow's strong suit at times.

"Smash them… smash them! Oh… okay, swipes work fine too." Qrow chuckled as his mount reared up and lashed out with its claws, cutting down several of its smaller kin with the razor-sharp appendages.

When the Sabyr started charging up its lightning breath attack, Qrow smiled to himself and jerked on Harbinger, redirecting his mount to face the bulk of the remaining Grimm. "Fry! Fry all of you! Ahahahah!"

Qrow's mad cackling could be heard over the roaring lightning and thunder as the entire plaza was wiped clean of Grimm in one fell swoop. With the ground-based Grimm disposed of, only several flying ones were left, those his Sabyr had no real way of dealing with without massive amounts of collateral damage.

"Heh, times up, thanks for the ride." Qrow pushed down on Harbinger, forcing the weapon all the way through the Sabyr's neck and out the other side. Pulling on the handle, Qrow forced the great sword to exit through the side of the Grimm's neck instead, leaving the head hanging only by a thin sinew of flesh.

Leaping off the disintegrating Grimm, Qrow switched Harbinger to scythe form and spun it around in a lazy circle, deflecting Nevermore flechettes while walking towards the bridge defenders and executing a mock bow. "I'm awesome I know, no need to thank me all at once."

"Sir, it's good that you're here. Are anymore reinforcements coming?" A sergeant saluted Qrow and his hopeful expression died with Qrow's headshake.

"No one available, most of the AKs in the area are already destroyed, either by the Grimm or by the Reclaimers." Qrow said.

"Reclaimers sir?" The sergeant asked.

"Yeah, that's what the rebels are calling themselves, reclaimers my ass, the only thing they'll be reclaiming is a city made of rubble if they had it their way. Fall back across the bridge, the general has called in an airstrike to wipe out the Grimm in the area." Qrow replied.

"An… airstrike? Inside the city sir?" The sergeant paled and several of the soldiers and huntsmen nearby shifted nervously.

"There's too many Grimm pouring in from this sector somehow. If the leak cannot be plugged, then Ironwood will have the entire area levelled to keep the damage contained." Qrow said grimly.

"Sir. This is the faunus quarter." The Sergeant said quietly, the implication wasn't lost on any of them.

"…I know. Damned if we do, damned if we don't. We can't let the Grimm continue spreading through Mantle, those fucking sons of bitches set us up." Qrow grit his teeth in anger and glared at the ground.

"…What do we do sir?" Another huntsman asked.

"Fall back across the bridge. The airstrike is in two waves, first one is a precision strike to clean out obvious concentrations of Grimm, the second one is the one that will blow everything to hell. There's a window that we can hopefully find and plug the gap before it's too late." Qrow instructed and the gathered soldiers scrambled off to relay his orders.

"Qrow! When did you get back to Atlas?" Qrow blinked as Jaune's voice intruded on his thoughts.

"Arc? What are you doing here? Shouldn't you be in Prometheus now?"

"We're here for a field trip, then the attack happened and now we're helping out wherever we can." Jaune answered, just happy to see Qrow again after what seemed like forever.

"I see… you've stayed out of trouble right?"

"Eh… sorta? Ilia and I kinda ran into the uh… living dead unit as Professor Grey called them after we met Dr White. Then we fought one of those super Grimm." Jaune would have continued before Qrow shushed him.

"Back up, back up, you met Dr White?" Qrow asked.

"Yeah, we saw her at a chapel, then after we left we got ambushed. Why?" Jaune asked, not seeing where Qrow was going.

"Chapel… chapel… can you mark the location on a map?"

"Yeah, sure lemme get my scroll." Jaune pulled out his scroll and fiddled with it for a bit before displaying a map of Mantle and an 'X' marking the chapel they'd met the doctor at twice.

Qrow took the scroll and studied it in detail, mentally overlaying with the one he'd taken from the snipers earlier. "Hmm… location is about right. Coincidence? Maybe. But it's a start."

"Qrow?"

"It's nothing. Re-join your class and head across the bridge, we'll let the Grimm out into the open and the air force will deal with them afterwards. You go ahead, I have something to check out first." Qrow said and gently nudged Jaune towards the rest of his classmates.

Jaune gave Qrow a questioning glance before doing as he was told. Qrow frowned before pulling out his own scroll and sending a quick message to Ironwood to delay the second wave of bombers as long as he could while he checked out a possible lead.

Turning his back on the others, Qrow vanished back into the shadows, destination, an unassuming chapel in the middle of nowhere.

* * *

"Oh… my head… everything hurts…" Ilia groaned and shoved several large pieces of rubble off her. Dusting herself off and checking to make sure nothing was broken, she looked up at the hole in the ceiling she'd fallen through.

Sunlight was still pouring through the gap and dust continued to rain down from it. Ilia glared at the dissolving corpse of a Centinel and sighed heavily. Stupid Grimm had bust out of the ground right as she pushed a family of faunus to safety, damn thing undermined the floor around her and dropped them both when she stabbed it in the eye.

"Hello!? Can anyone hear me!? I'm down here!" Ilia yelled towards the gap and waited for a few seconds. There was no answering call and she sighed again, trying her communicator instead.

"Jaune? Professor Grey? Can anyone read me? Come in! Gah, nothing but static. Shit, I'm not climbing out of that hole on my own. Where is this anyways. I didn't know we had a tunnel system under Mantle." Ilia surveyed her surroundings, finding herself standing in an old man-made tunnel lit by flickering fluorescent lights installed in the ceiling.

"That Centinel came up from here, is this how the Grimm are getting into the city? Hmm… it's man made so it must lead somewhere." Ilia stared at the hole in the ceiling one last time before picking a random direction and started walking, it beat sitting around twiddling her thumbs and waiting for rescue at any rate.

The further she travelled, the more likely her Grimm incursion theory seemed to be accurate. Several sections of the tunnel network had collapsed after suffering extensive damage and clear signs of Grimm passage could be seen everywhere, not to mention their stomping echoing down the tunnels to her.

Ilia did her best to not think about what the collapsed tunnels meant for the buildings above ground as she skirted past another blocked passage. She froze in place when she found a lone Centinel blocking her path.

A small smile dawned on her face when she noticed it hadn't detected her yet and was facing the wrong way. Striking out with her whip, she wrapped it around the surprised Grimm and fired off the lightning dust in her weapon, electrocuting it to death.

"Another Grimm down, that's how many now? And- wait, what's that sound?" Ilia held Lightning Lash at the ready when the chittering noise only grew louder. She shifted uneasily as the noise seemed to emanate from all around her thanks to all the echoes.

"Below!? Crap!" Ilia lost her footing as the ground beneath her crumbled. Another Centinel burst up from beneath her and coiled around her before she could react.

"Gah!" Ilia struggled in the Grimm's iron grip as it started to constrict. Her struggling intensified when the Centinel opened its maw and prepared to bite down, then the Grimm froze in place as a jet-black blade sprouted through the back of its throat.

"Ilia if I recall, what exactly are you doing down here?" Jensen asked and offered Ilia a hand up.

"The floor collapsed when I was fighting an-Mr Schwartz? You're here too?" Ilia stared at her unexpected rescuer in confusion. Tunnels under the city were the last place she'd expect to run into a prospective council member but here he was anyway.

"Yes, I'm sealing off chokepoints for the tunnels that lead out of Mantle, it'll keep them from funnelling in anymore Grimm from outside. Only one left and the Grimm won't be able to make it through anymore." Jensen answered.

"Oh, that's good, that's good… wait, how do you know about these tunnels and the Grimm? What is all this anyways" Ilia asked.

"This place is a leftover from the great war, a network of tunnels used by rebels to ferry supplies and men around Mantle. All this was built before the Atlas-Mantle split, when opposition to Mantle's new path was still largely underground… literally. This was once my childhood playground, now I'm back to deal with a vermin infestation." Jensen answered, the bitterness in his tone was palpable.

"I… you know who's responsible for this?" Ilia queried.

"I have a suspicion, and I hope to the Brothers I'm wrong." Jensen sighed heavily before steeling his expression.

"You should get out of here, there're still Grimm lurking about and the rebels won't take kindly to finding you down here either."

"But I can help! And uh… which way is out anyways?" Ilia asked.

Jensen consulted his mental map of the place and cursed silently when he realised the path to every exit save one was either swarming in Grimm or rebels, with active camouflage he could sneak by easily enough, but Ilia was another matter entirely. And the one path that wasn't blocked off happened to be his destination and very likely enemy HQ.

"Never mind, the exit is this way, but stay back unless you're prepared to kill." Jensen amended.

"K-kill?"

"Yes, they will not be reasoned with and they won't stop. For the greater good, they must be put down. Just… let me handle it." Jensen said and began walking away, leaving Ilia to catch up to him, a conflicted look on her face.

* * *

"And that's the last of them, exit is over here." Jensen said before turning away from the wreckage that used to be a sizable tunnel. The last entry point into Mantle had been sealed up and no more Grimm would be coming in this way.

"W-we're done?" Ilia stuttered out, her attention still focused on leaking corpses Jensen left in his wake. The CEO had wiped them all out with surgical precision and zero hesitation, the rebels never stood a chance but went down fighting anyways. No quarter was asked for and none was given, leaving Ilia to bear witness to the carnage.

"Yes, come on, we're leaving." Jensen pointed to a ladder that led aboveground and started climbing. Ilia hesitated for a moment before following, and in her distracted state, that proved to be a mistake.

As soon as she reached the surface and emerged into a familiar chapel, a hand roughly grabbed her shoulder and hauled her up the rest of the way. The next thing she knew, a wickedly sharp silver knife was resting at her throat.

"You just can't leave well enough alone can you Jensen?" Jillian said as her own optical camouflage faded. Jensen spun around and deployed his arm blades instantly, sliding into a stance but doing nothing more when Jillian shifted the knife closer to Ilia's throat.

"Ah, ah, ah… none of that now Jensen. You know my semblance, back off or the girl loses her head." Jillian ordered as Ilia froze in place, her mind reeling from the shock of her captor's identity.

"Jillian, what the hell do you think you're doing? Let her go. Now!" Jensen fired back but nonetheless did as he was told, stepping back and sheathing his arm blades. High above them, a single crow landed on the rafters to observe the proceedings unbeknownst to the three below.

"Why do you insist on interfering, I run for a council seat, you throw your hat into the ring. I begin the reclamation, and again you get in my way. Haven't you done enough?" Jillian snarled at her old friend.

"Considering where we stand, clearly not. Have you gone insane Jillian? What the hell were you thinking when you started all this!? Do you have any idea how much damage you've caused!?"

"Oh, I know what I've done. Believe me, I take no pleasure in it."

"And yet you still did it." Jensen narrowed his eyes, coming up with and discarding multiple plans to get Ilia to safety. The window was too tight, with Jillian's semblance in play, failure meant a one hit kill to Ilia and he couldn't risk it.

"I did what had to be done. Years ago we swore we'd build a brighter future for Mantle, you may have turned your back on our dream but I never forgot! This is the only way forwards." Jillian answered.

"People are dying out there! Thousands, tens of thousands of lives are ruined because of you! You call _this_ building a brighter future!? You and I have very different definitions of that phrase." Jensen pointed out of one of the chapel's windows, towards the devastation in the distance.

"I learnt it from you." Jillian said.

"What?"

"No progress without sacrifice right? That's what you said when you left for Atlas all those years ago. The needs of the many outweigh the needs of the few. That how it is, isn't it?"

"Bullshit! How is this progress!? How does this help anyone!?" Jensen roared back.

"It's about sending a message, I needed to convince not just Mantle but the entire world that Atlas is nothing more than a parasite. When we were young, they told us to look up into the sky, our hopes and dreams were there, then I grew up and found that that was a complete lie." Jillian snorted and a tired smile found its way onto her face.

"Atlas takes and takes and takes, and where does that leave Mantle? Oh. That's right, they left us to rot while they grow fat off our work! And the council, incompetent at best, actively malicious at worst. Is it any wonder why my cause has so much support? As it turns out, unlike you, not everyone who left for Atlas forgot their roots, and I must say, this invisibility device of yours has come in quite handy." Jillian toyed with the stealth generator at her hip as Jensen growled at her.

"I only regret the initial strike failed to take out the council. But it doesn't matter, after today, the whole world will know just how fallible Atlas truly is. To have such a disaster happen right under their noses while they can do nothing to stop it. People will question what they even need Atlas for, what good are they if they couldn't even stop this little uprising? Atlas… will be pushed aside, and Mantle will be free to reclaim her destiny."

"Don't paint yourself as some kind of visionary saviour Jillian, what you're doing here is insane. This won't change anything! If nothing else, it'll make Mantle even more dependent on Atlas for security since they can't even trust their own people!" Jensen spat out.

"Insane? Is it now? After today, after Atlas responds to the Grimm in their usual way. Everyone will see them for the monsters they are. With most of your precious Atlesian Knights in the faunus districts destroyed by our operatives, Atlas cannot handle the Grimm in the city. Their imminent response? To destroy everything and everyone in the area with heavy bombardment. The people will not remain silent after that." Jillian said.

"Are you… no. No. This won't happen, I won't allow it. The tunnels are sealed, no more Grimm will be entering, Ironwood won't send in the bombers. Your plan has failed!" Jensen denied vehemently.

"Not really. Do you think I wouldn't have accounted for that fact? There was always the chance some of the Grimm could collapse the tunnels on their own, communication with Atlas is jammed. As far as the general is concerned, Grimm are still pouring out from everywhere and the city is being overrun. He'll react the same way he always does, then I win." Jillian replied.

"It's not insane Jensen, tragic? Yes. Avoidable? No. The message has to be written in blood, as soon as the faunus district is levelled, Atlas will have sounded its own death kneel."

"You… do you have any idea what you're trying to justify!? You've caused countless innocent deaths and you want-you want to add to that number!?"

"They're just faunus, what does it matter? It's not like Atlas gives a damn about them in the first place. At least this way their lives will mean something, acceptable losses for Mantle to regain its place in the world." Jillian shrugged nonchalantly.

"…The Jillian I know is dead. She was someone who believed in the sanctity of life above all else. You? You're nothing than a mockery wearing her face." Jensen shook his head in sadness, he couldn't find any trace of his old friend in the stranger before him now.

"Well, reality is often disappointing. The Jillian you knew is dead. I'm just a ghost, trying to carry out her lingering will. What do the lives of faunus mean to you anyways? Faunus are the reason you're more machine than flesh now, or have you forgotten?" Jillian said.

"I never forgot. Every day I wake up and look myself in a mirror, I'm reminded of it. But faunus didn't do this to me, terrorists did, terrorists like you. When I partnered Schwartz industries with the Atlas military, it was with the intention of building new weapons and soldiers to fight the Grimm, so that no human would have suffer the kind of wounds I did on the field. Everything I've done, I've done for this kingdom." Jensen said.

"That makes two of us then. But this kingdom is doomed as long as Atlas remains in the sky. It will suck us dry and that'll be the end of everyone. I do what I do because this is the only logical choice. I thought you understood once, but I guess I can't be right all the time. Run away Jensen, run back to your _precious_ Atlas, this place will be ashes in the wind soon enough, and your blood isn't fit to stain Mantle's soil." Jillian retorted.

"I'm not leaving without Ilia. Let her go Jillian, she's innocent. And didn't she save you once? This is how you show gratitude?"

"I let her go and you'll kill me instantly, while I don't mind dying here, I do want to see Atlas tie the noose around their neck first. As for innocence… maybe, but her and that other boy have come too close to this chapel a few times now. Couldn't tell if they knew about the passage under the altar and they even survived the hit squad sent after them, I get the feeling if I let them leave, they might just find a way to mess this up for me too. So no, the girl stays."

It was at that moment one of the tiles Jillian was standing on broke for no reason, causing her to stumble forwards. Ilia choked as the knife pressed into her throat, causing her aura to flare but it held firm. She bucked and kicked off the ground while writhing like a snake, throwing Jillian even further off balance and escaping her grasp.

A scythe blade swung down in between the two of them and nearly decapitated Jillian. The terrorist leader cursed and backed away as Qrow landed, putting himself between his part time student and her. "Too bad, I'm the one you need to worry about."

"Arrhhg! All of you popping up one after another like cockroaches." Jillian snarled in anger and lunged at Qrow with her knife, stabbing at him furiously.

Qrow dodged the initial flurry of strike before parrying with Harbinger and trying for a riposte. It never came to be, as soon as his weapon made contact with Jillian's knife, his aura flared and shattered instantly. Caught off guard by the sudden loss of aura, he failed to guard against the next strike and the knife scored a burning red line across his cheek. "What the hell!?"

Jensen grabbed his shoulder and pulled him back, taking Qrow's place as Jillian's opponent. "I'll handle this, that's her semblance Equity. It makes her opponent's aura as fragile as her own, she'll break anyone's aura in one hit, even if its on a weapon since you're still reinforcing it with your aura."

"Oh sure, just give away my secrets why don't you? I ask you to help me, you run to Atlas. I ask you to back off, you challenge me. I ask you to run back to Atlas and you fight me now. Must you oppose me at everything Jensen?" Jillian snarled angrily.

"I've never been good at following orders, it's why I washed out of the military. Major Branwen right? Get Ilia to safety please, I'm more machine than human, even with my aura broken I can still a lot more effectively than you can. And… this one's personal."

"Tch, fine, I'll get Jimmy to call off the strike, you… try not to die please, I don't want to have to explain why I left a possible council member to die out here." Qrow said and picked up Ilia, slinging her over his shoulders and sprinting out the door. For her part, Ilia simply let out a small 'eep' when Qrow hefted her up like a sack of potatoes.

"You are a pain in the ass Jensen." Jillian said.

"I try. How did things come to this?" Jensen asked quietly.

"We chose our paths, now all that's left is to see it to the end." Jillian answered.

"…Do you ever miss the people we used to be?"

"…All the time. But its too late for regrets now."

"So be it." Jensen's arm blades deployed and Jillian brandished her knife. For a moment neither moved, then with an unspoken signal, both charged, two old friends meeting in battle one final time.

Jensen's aura flared and shattered as soon as their blades locked, undeterred by the loss of aura, he lashed out with the inhuman strength granted to him by his robotic attachments. Pushing away the silver knife aimed at his eyes, he struck out with a wide swing that Jillian ducked under.

A soft grunt left him when his arm blade struck the ornate altar and became wedged in it. Ducking to avoid another stab, Jensen detached the blade and left it jammed in the altar to regain mobility. Sidestepping the hole in the ground the altar used to cover, his fingers curled into a fist and rocketed towards Jillian in a lightning fast punch, striking her in her cheek and breaking her aura as well.

"Tch, persistent bastard. You could have done so much more good if you mass produced those augs of yours for people instead of those soulless machines. Brothers know we have enough people down here who need them." Jillian muttered.

"This argument again? I told you I had to make a choice, I can make replacement limbs or try to make a world where those replacements won't be needed at all. Do you seriously think having a mechanical body is fun? I never asked for this! This isn't something I'd wish on anyone else." Jensen shot back, grabbing hold of the discarded arm blade, he tore it free from the altar and held it like a dagger in a reverse grip.

"And you've done so well in that regard, bravo. People are still getting maimed daily, settlements outside the city walls vanish regularly and what have your knights done to stop any of that? What have your knights done to help the affected? Nothing, that's what. The only thing you did was abandon the people who needed you. You could have made a difference but you chose not to." Jillian sneered.

"Yes! I've made plenty of mistakes in the past, I'm only human! Now I'm trying to make things right, do better for everyone. Then you go and pull this!?" Jensen roared and struck with his makeshift dagger.

Jillian parried and spun around Jensen, hooking a leg under his and swiping out to knock him down. Her knife came up aimed at his throat but Jensen blocked the attack with his arm, letting the blade bury itself in his mechanical limb.

Wrenching his arm back, Jensen tore the knife free from Jillian's grasp and the two combatants separated to catch their breath. Jensen ripping the knife free and tossing it away while Jillian drew another one from a pocket.

"This was a long time in coming. Atlas squandered all of its goodwill long ago, if not me, someone else would have lit the powder keg eventually." Jillian said.

"You don't know that. There's still time for things to improve." Jensen countered.

"Time? Maybe. But how much longer do you expect people to suffer in silence before that happens hmm? If you think we're just a bunch of extremists Jensen, you are sorely mistaken. You will find that we have support even in the upper echelons of the Atlas military, tell me, when was the last time you met a soldier or a huntsman actually pleased to be in your presence? Do you think anyone would bat an eyelash if your precious Atlas elites all bit the dust together? Those parasites are a lot more unpopular than you think. We are the voice of the people Jensen, for too long Atlas has been deaf to our cries. No more. We will not stand by in silence any further."

"Change is necessary, but not like this! We just need more time!"

"We will agree to disagree on that. Atlas has had eighty years to live up to its promise, that's eighty years of waiting for a future that never arrived. How much longer do you expect us to wait for? Mantle has swallowed Atlas's lies for almost a century now, this has to end. This isn't the kingdom my grandfather fought and bled for in the war, it isn't the kingdom that was promised to us. And it's all Atlas's fault!" Jillian snapped back, frustrated that Jensen still had the audacity to ask for more time when Atlas had nothing but time and still squandered it all.

"Jack must be so proud of you huh?"

"Proud, heh, probably not. But he'd understand. He fought against Mantle when their oppression got out of hand. Now the tables have turned, Atlas is the oppressor and needs to be stopped. He won't like it, but he'll understand." Jillian shrugged and surged forwards again, knife stabbing rapidly at every opening Jensen gave.

"Why can't you see reason? This just makes everything worse!" Jensen yelled and backpedalled to avoid the flurry of stabs before counterattacking with several jabs of his own from his remaining arm blade.

"I should be asking you that! Look around you Jensen, this place went to hell long before I ever started. Doing nothing just means a slow lingering death and I won't allow that! I love Mantle too much to see it be smothered in her sleep by Atlas."

Their battle was interrupted by the sound of explosions in the distance and a rumble in the ground. The two of them looked out the window to see flashes in the distance and they could make out the airships in the background.

"Ah… looks like the bombardment has begun." Jillian lowered her weapons as her plans came to fruition.

"Alright, I've seen enough. With this, the world will change… Jensen."

"What!?" Jensen's head snapped back to face Jillian and he paused when he saw the tired smiled on her face.

"We've disagreed on just about everything for a long time now. But if you claim to still care about this kingdom, then get out of here and actually do something worth a damn with your robots. You have more enemies than you think, Atlas is a kingdom under siege and you don't even realise it." Jillian took a step back, stopping at the edge of the entrance to the underground tunnels. Slowly her knife raised to her own throat.

"What are you-"

"I don't know who they are Jensen, but there's two of them at least. One supplied the Grimm, one supplied the hacks and I don't think they're working together. I don't know their end goals, today they work with me to hurt Atlas so I let them, but tomorrow? Mantle means nothing to them, and I do worry about the day they choose to bear their fangs against this city. They're more of a threat than you can imagine Jensen, and they're beyond our reach. But enough, tomorrow isn't a day I'll see anyways. Goodbye old friend, for what it's worth, I am sorry things came to this." Jillian smiled one last time before running the knife across her throat, opening up a thin red line and falling backwards into the hole.

"No! NO! Why!? Why did it have to be this way!? FUCK! FUCK!" Jensen roared and looked away. As the explosions began to get closer and closer to his position, he grit his teeth and turned away. Starting to sprint, he exited the church and continued running until he could reach safety, angrily cursing the situation every step of the way.

* * *

"No damnit, why are the bombers here already!? I told Jimmy to hold them back!" Qrow cursed as he noticed the airships overhead firing into the faunus district.

"Qrow, evacuation isn't complete yet! There's still people in there!" Jaune called out before squeezing off a five-round burst from a requisitioned rifle to put down a Sabyr menacing some guardsmen. Ilia was assisting as best she could but still largely out of it from her earlier experience.

"I know, I know! Damnit, pick up Jimmy!" Qrow cursed as his scroll continued trying to connect to Ironwood and he breathed slightly easier when the Ironwood's face finally appeared.

"Qrow, tell me you have good news."

"No more Grimm should be entering the city, call off the bombers! We can just weed them on our own now!" Qrow shouted out.

"Can't, communications with them are still being jammed. I've managed to halt most of the bombers from sortieing but those airships already in the air can't be reached." Ironwood replied.

"Fucking hell, they're playing right into her hands. Tell me you have a plan James!"

"I'm heading up in a Manta, with communications down I'll have to manually order them to stand down. It's complete chaos over here."

"Will you be able to get to them all?" Qrow asked. His face fell when Ironwood remained silent.

"…Shit. Alright, I have a plan, but you're going to have to change my records after this. No way to keep this one quiet."

"What are you planning Qrow?"

"A magic trick. Send me the codes I need to order the ships to stand down, I'll handle things from there." Qrow said and hung up. Before he could head up however, he was interrupted by a bunch of stragglers bursting into view, Grimm hot on their tails.

"Bloody hell, can't catch a break, can I? Gimme cover fire, I'll get them out of there." Qrow said to Jaune and Ilia. Then right before their eyes, he morphed into bird mode and shot towards the fleeing civilians, bypassing the numerous barricades and other startled defenders on his way.

"What the heck!? He can turn into a bird!?" Jaune stared slack jawed at his mentor's diminishing form before Ilia slapped the back of his head to get him back in the game.

"Worry about it later, shoot Grimm now." She ordered and started firing her weapon, taking her own advice and pushing aside the matter of Dr White, that could be dealt with later. For now, saving lives took priority.

"Got it." Jaune said and picked up the slack, shooting at the nearest Grimm to the stragglers and keeping them at bay until Qrow could work his magic.

For his part Qrow reached the civilians in record time and shifted back to human mode. Harbinger came up and bisected several incoming Grimm, he was a one-man storm of death as he ripped apart any Grimm bold enough to challenge him.

When covering fire plus his efforts gave him a large enough window, he shoved the older faunus towards safety and stowed Harbinger away. Grabbing the few children in hand and hauling them all up, he started sprinting away with the Grimm hot on his heels.

"Keep shooting! Keep shooting! Don't let them get to Qrow!" Qrow could make out Jaune shouting in the background as he cleared the last stretch to safety. While he was offloading his passengers, the ground beneath his feet rumbled and the last child in his arms took a look behind him and screamed.

A sharp pain assailed his shoulders as a Centinel erupted from underground and bit down with its mandibles. Qrow snarled in pain and anger as he let the last child go, with his free arm, Qrow drew Harbinger in shotgun mode, jabbed it over his shoulder and fired until the Centinel let go.

"FUCK OFF!" Qrow switched to scythe mode as soon as the pressure disappeared and swung around one-eighty, decapitating the monstrosity and killing it in one blow.

"Whoa, what was all that Qrow? Was that your semblance?" Jaune asked in an awed tone of voice as the Grimm were repelled again and he could begin to process Qrow's display.

"Yeah, kinda. I'll explain later, now I need to stop those airships from making all this worse." Qrow said and stepped backwards. Shifting into his bird form again, he flew skywards, heading for the airships to deliver the orders to stand down before it was too late.

* * *

Two days later

"Well this is a right fucking mess." Ironwood cursed and buried his face in his hands. Qrow simply shrugged and Jensen leant against a wall.

"Swear." Qrow chuckled at the irate glare Ironwood sent his way before taking a long swig from his flask of whiskey.

"Things could have been worse. Considering how badly they played us, I'd say we got off pretty light."

"Pretty light? The current death toll is already over twenty thousand people and still rising. You call _this_ pretty light?" Ironwood growled.

"We were fucked from the beginning Jimmy. Shell games and traitors everywhere, some still hidden. That death toll could have been in the hundreds of thousands, maybe millions. Mantle could have been another Mount Glenn." Qrow replied.

"Fuck!" Ironwood slammed his metal fist down on the table hard enough to put a crack in it.

"This shouldn't have happened at all."

"I warned you James. I told you if Atlas didn't act then someone else would. Just… damnit, I thought we had more time." Jensen sighed.

"But I'm more worried about those other two Jillian told me about. The Reclaimers didn't act alone James, someone supplied the Grimm, mutant Grimm stronger than anything we've ever seen of their class type. And someone else hacked our entire communication network, I'm just glad our AKs didn't get the same treatment, if they did, we might not have a kingdom anymore."

"Was she telling the truth? Or was it another lie? Can the words of a terrorist even be trusted?" Ironwood asked.

"…I believe she was telling the truth. There was no reason for her to lie at the point, that and lying was never her style." Jensen replied.

"Shame we can't ask her about it." Qrow muttered.

"She slit her own throat. Then the bombardment destroyed the chapel and the tunnels under it, she's gone." Jensen said, only a small tremor in his voice betrayed his true feelings on the matter.

"Right, so where does that leave us now councilmen?" Qrow asked.

"First, we need to continue rescue and relief efforts, begin reconstruction on the damaged parts of Mantle. Then… we deal with quite possibly the largest PR disaster in Atlas's history. God damnit." Ironwood buried his face in his hands again and cursed.

"We'll have to do a lot more than that James. The division between Atlas and Mantle has to be fixed, or this will happen again, sooner than you think. And the next time, there won't be a Jillian to mitigate the damage." Jensen said.

"I'm sorry, mitigate the what? She's the one who caused all this." Qrow protested.

"Yes, it was her plan. And it's also precisely because it's her plan that we still have a city. The tunnel network isn't a secret, and it spans all of Mantle. She chose to concentrate the attack in one area, if it were anyone else…"

"They could have struck at the entire city at the same time and we would never be able to plug all the leaks… by the gods. How badly compromised are our defences?" Ironwood paled as he considered the ramifications of such an attack.

"I… don't know. Even when we explored the tunnels as children, there were many passages already sealed off and I don't have a full map of it. I'm not sure if anyone does. Many of those tunnels lead out of the city, if someone found a complete map and unblocked them…" Jensen trailed off and the mood in the office tanked again.

"Fuck. Just… fuck." Qrow summed up for all of them.

"Well gentlemen, we have our work cut out for us. This cannot be allowed to happen again." Ironwood stated firmly.

"No arguments here." Qrow agreed.

"Of course. And, I will step up production of the new AKs as well as advance that project. We need aces of our own." Jensen added.

"Good. May the gods watch over us all." Ironwood said with a heavy sigh.

* * *

"You seem to be in a good mood." Salem spoke as Watts arrived to give his report.

"Oh yes, the experiment was a complete success. Mantle's systems are just as hackable as I remembered them to be, but then I did have a hand in designing it in the past. Shame I couldn't get to the mechs though, then there would have been some real fireworks." Watts said cheerily and stroked his moustache.

"Do get to the point Arthur. Are these… Reclaimers of any use to us." Salem said.

"They're fanatics mostly. Their leader was promising but, she ah… didn't make it out of there." Watts answered.

"Pity." Salem was a little disappointed she couldn't add another pawn to her collection but she supposed it didn't matter. It wasn't as though she was hurting for minions at this point, she wasn't going to act openly for a few more years yet.

"Although, there is one thing I didn't get, did you supply Grimm to them for use?" Watts asked.

"No, I did not."

"I… see… it's just… some of those Grimm they let into the city were… strange." Watts said, recalling the mutant Grimm.

"I can create Grimm yes, but I don't control their growth. Grimm are capable of evolving based on their experiences, perhaps they've found a group of evolved ones and captured them. It wouldn't be the first time humans have tried capturing rarer species of Grimm, even if it usually doesn't end well for them." Salem said.

"I see. Ah it was just a curiosity, the death of Dr White aside, this whole endeavour has proven quite profitable indeed. I can't control Atlas's mechs yet, but I have proof they're operating on a completely separate network from the one back when I still worked for them. If someone can get close to Ironwood, I should be able to design a virus that will allow us to take control whenever we want."

"Good. Then I shan't keep you from your work doctor."

* * *

"So the good doctor didn't make it. Oh Jillian, you are such a disappointment. Ah, it doesn't matter. I got the data I needed." A man in a white lab coat and one red robotic eye chuckled to himself.

"The serum works as expected, my Grimm are far superior to their baseline brethren. Soon, I shall reach the pinnacle of human evolution. Ah, it's a shame I've lost my little distraction, but, I have enough test subjects now." Dr Merlot stared into a wall of monitors, displaying his captives, some unconscious, some awake and huddling together in fear, all plucked off the streets of Mantle and Mistral for his express use.

"At last, project Overlord can move to the next phase."

* * *

Author's notes: And that's it for this arc. Confession time, Jensen Schwartz and Jillian White are both inspired by Deus Ex characters. Jensen is Adam Jensen mixed in with David Sarif. Jillian White is a mix of Megan Reed and Hugh Darrow, and she's also partially inspired by Jack the Ripper. Her introduction scene was in 'White's Chapel' after all. And just for fun, try rereading her lines again.


	10. Chapter 10

Disclaimer, I do not own RWBY

**Chapter 9: As the dust settles**

"Well, this is Patch. My home away from home. Come on." Qrow gestured to the Xiao Long household with a large grin before pushing a reluctant Emerald forward. They didn't get far before the door swung open and a red blur shot out, slamming straight into Qrow and nearly taking him off his feet.

"Whoa, easy there squirt." Qrow grunted once and tossed his excited niece into the air before lowering Ruby to the ground.

"Uncle Qrow! You can turn into a bird!? Why didn't you tell us!? What's it like to fly? Can you teach us how to become birds too?" Ruby began pestering Qrow with questions, motor mouth just running endlessly while Qrow simply laughed.

"Easy kid, calm it down with the questions. It's a long story, is your dad in?" Qrow asked.

"Yup he's…" Ruby trailed off as she noticed Emerald standing there staring at her weirdly. A small 'eep' left her as the younger girl pulled her hood over her head and hid behind Qrow.

Qrow chuckled softly and gently pushed Ruby out from her hiding spot towards Emerald. "You can't keep hiding away forever Ruby, meet Emerald my uh… my daughter. Emerald, meet Ruby, my niece."

"U-um… hello." Ruby greeted shyly.

"Hi…?" Emerald offered a hand out to shake but Ruby was already hiding behind Qrow again.

"Haaa… one day… one day…" Qrow sighed ruffled Ruby's hair affectionately to take her mind off her nervousness.

"Eh, she's a bit shy, my other niece will be friendlier. Come on, let's get inside." Qrow ushered the two girls towards the house. Ruby needing no further prompting to dash inside while Emerald was a little more hesitant.

"I don't she liked me very much." Emerald said.

"Ah, she's just shy. Don't worry, she'll warm up eventually. But uh… the other niece of mine, Yang. Do not laugh at her puns even if it's just being polite. You'll regret it, trust me. That one doesn't need any more encouragement." Qrow said in a haunted tone, multiple repressed memories raising their ugly heads again before he stamped them down.

"O…kay?" Emerald was a little confused but accepted Qrow's words with a nod. Upon entering the house, she was struck by just how cosy it felt, a far cry from the orphanage, living on the streets or even the hotel Qrow put her up in for the past couple of weeks. There were also quite a few shiny knickknacks lying around that her fingers itched to pick up but Qrow had made her promise to stop her collection habit.

"Shoulda known you were coming, you broke my favourite mug." Taiyang's voice called out before the man himself stepped through to the living room.

"What? You can't blame my bad luck for everything Tai, your luck is just as shit as mine is at times." Qrow shot back with a wry grin.

"Mrgh… still easier to just blame you. So who's the kid this time? Picked up another one? Do I have to call child protective services?" Taiyang glanced at Emerald before looking back to Qrow with an arched eyebrow.

"Psh, I'll have you know they signed off on this. This is my daughter, Emerald Sustrai." Qrow replied. Taiyang was about to crack a joke before taking a closer look at the girl. A scrawny frame still recovering from an extended period of malnutrition and more importantly, red eyes awfully similar to Qrow's own.

"Qrow, you have about ten seconds to explain this before I beat the ever living shit out of you." Taiyang growled out, all trace of friendliness gone in an instant.

"What!? What did I do!? I picked her up off the streets in Mistral when she was starving- wait that come out wrong." Qrow winced at his poor choice of words. Taiyang exhaled sharply and gave Qrow a wan smile.

Then he lunged.

* * *

"Owowowow…" Qrow grumbled as he dabbed some ointment on a particularly sore spot on his cheek.

"Damnit Tai, couldn't you wait for an explanation?"

"Oh suck it up you big baby. What was I suppose to think? She has red eyes like you, and she looks like she hasn't eaten well in months." Taiyang shot back while carefully removing glass shards from his arm with a pair of tweezers.

"Yeah, and if you'd just waited another ten seconds, I might have explained it properly… I'm not _her_ you know." Qrow said quietly, getting Taiyang to pause momentarily and sigh.

"I know. Sorry about that Qrow. Where'd that window come from anyways?" Taiyang winced as he plucked out a shard of glass that had gone in particularly deep.

"Ah, probably Emerald's semblance, she can make you hallucinate if she looks you in the eye. I'll get her to apologise later." Qrow explained as he glanced over to where Emerald was chatting with Yang, judging by the look on her face, she was currently suffering through a category 5 pun storm.

"Forget it, it's fine, my fault anyways. Still, how'd you get them to sign off on your adoption?" Taiyang asked.

"Eh… I might have mentioned getting Jimmy to lean on them if they didn't comply."

"Qrow..." Taiyang began in a warning tone.

"What? I wasn't gonna let her go back into the system, and they had it coming. They were selling kids off, and I… I never found the ones who were taken away earlier. World's in bloody great shape isn't it?" Qrow smiled bitterly.

"Anything to do with… you know."

"Not as far as we know. Oz is drawing a blank too." Qrow replied.

"So. What next birdman? I'm not sure if there's anyone who doesn't know about your little magic trick now." Taiyang tossed a newspaper to Qrow, one featuring his daring rescue of the faunus from the Grimm where he revealed his shapeshifter ability.

"Ah fuck, what are they on about this time?" Qrow grumbled and started skimming through the article.

"Nothing much, speculation that the transformation isn't a semblance as Atlas is claiming, but you're secretly the missing link between humans and faunus. Oh, and they're calling you Corvus now."

"Oh funny haha. At least they're not saying it's magic anymore. Ugh, this is a pain the ass, damnit I thought I'd get away from all this crap by coming out here, that's the whole reason Jimmy approved my leave at all." Qrow scrunched up the newspaper and threw it back at Taiyang, the article was just theory and guesswork, shame what passed for news nowadays.

"But seriously, what's the situation in Atlas like right now?" Taiyang asked.

"Not good. We're plugging all the leaks we can find but more keep appearing. Then there's the PR nightmare about bombing the faunus quarter and allowing the attack to happen at all. It'll take months, possibly years to smooth things over." Qrow sighed heavily.

"Well, at least your actions are helping to generate some good will. Not everyday a major rushes in to save some faunus from the Grimm in such style." Taiyang said optimistically, drawing another sigh from Qrow.

"Not nearly enough, especially when we have to cover up the truth. Shit."

"The Atlas Mantle split is that bad?"

"It's worse. A lot of resentment even before this. Now, one of their 'heroes' is dead, last seen in a chapel blown to hell by Atlesian airships and written off KIA. So, another man from Atlas sits the council, and again Mantle has no representation. Even if we try to reveal the truth the Jillian did it, who's gonna believe us? Barely anything more than circumstantial evidence tying her to it and we'll look like we're spitting on her memory as a coverup for Atlas's own failure. It's a fucking mess."

"So. What next?" Taiyang asked.

"Not a damn clue. Ironwood and Jensen are working overtime to mend bridges and fix up Mantle. Me? I'm out looking for info about the sons of bitches who made the attack possible. Heh." Qrow laughed drily.

"I feel like I've done this before. Back to square one, but with more questions and just as many answers as when I started."

"Guess that means you want me to look after your daughter for the time being?"

"Sorta, she's… kinda in between places at the moment. A bit too late to start school now halfway through the year and I promised I'd train her to become a huntress. While I'm digging around, I was hoping she could stay here, maybe train with Yang and Ruby and you show her a thing or two till I get back."

"Yeah I can do that, but still a daughter… you'd better not be drinking in front of her." Taiyang said.

"Relax, I'm cutting back, I'm not that irresponsible Tai."

"I'll hold you to that."

* * *

Jaune sucked in a deep breath before entering the Arc family home. "I'm back!"

His shout was immediately greeted with several loud yelps and cheers and before he knew it he was buried under a dog pile when all his sisters tried to hug him all at once. "Ack! Gerroff me!"

"Welcome home son." Arthur Arc pulled Jaune into a massive back breaking bear hug as soon as the boy managed to extract himself from the tangle of limbs.

"It's good to be back dad." Jaune returned his father's smile and immediately set about answering the rapid-fire barrage of questions from his family.

"Yes there were Grimm… no of course I didn't run away… explosions solve everything… bigger then more… yes I know birdman and no he doesn't like being called that…"

Jaune's parents simply stood by and watched with a proud smile as their son fended off the many, many questions thrown his way. Their son was growing up and he'd come a long way from the boy he used to be.

"And you thought letting him go to Atlas was a bad idea." Victoria said.

"…No comment. Still not happy he got involved with that whole mess." Arthur groused.

"He's back home safe, that's all that matters. We can't protect them forever, one day they'll have to spread their own wings." Victoria chided.

"…Still don't like it."

"Oh yeah, mom, dad, I'll be heading to Atlas Academy next year." Jaune said out of the blue.

"You're what?" Arthur's tone went flat instantly.

"Yeah, some of us got an offer for early enrolment after our actions during the Grimm incursion. It's not official yet, but Qrow said me and Ilia will be getting the offer when headmaster Ironwood announces it." Jaune explained.

"Oh, is that so? I should be having a few words with Qrow soon." Arthur's tone remained flat and he began cracking his knuckles.

"That's 'Ilia and I' Jaune, why are you in such a hurry to go to Atlas?" Victoria pushed her annoyed husband out of the way before asking.

"Atlas has more funding for my explosives research and ammo purchase. Prometheus is nice but… I'm too limited there." Jaune admitted.

"Are you sure this is what you want? Skipping grades isn't going to be easy you know."

"I'm sure. According to Qrow, it's just taking the initiation first. If I don't make it, I'll just continue in Prometheus and try again when I graduate properly." Jaune said.

"Hmm, then make sure to do your best dear."

"Of course mom." Jaune smiled brightly.

"Haaa… still a few months left before Atlas's next orientation. Make sure you train up for it then, it's not going to be easy." Arthur sighed before a smile returned to his face and he ruffled his son's messy hair fondly.

"Ah hey! Cut it out!"

* * *

"Some thing wrong Ilia?" Ilia's mother asked when she noticed her daughter's downcast expression at dinner.

"Huh? Oh. Err, everything's fine, everything's… fine…" Ilia trailed off and looked back to her food but making no move to continue eating.

"If something's bothering you, you can just talk about it." Her father spoke up.

Ilia bit her tongue to hold back the words that threatened to come spilling out. She couldn't say it, as much as she wanted to get the Jillian issue off her chest, she couldn't. Qrow had impressed on her the need to keep in quiet, the truth had to remain buried or it'd spark more unrest.

"It's nothing. Just… thinking about the incursion." Ilia said quietly in the end. Her parents exchanged a glance before reaching over to clasp her hand in theirs.

No words were said.

None needed to be.

Ilia smiled softly at their concern and support, feeling her spirits lift. Jillian was a bad shock, but right now, in the company of family, suddenly it didn't seem so important anymore. Shaking her head to ward off the bad thoughts, she decided to change the subject.

"Oh right, Atlas might be giving me the offer to enrol early next year."

"Do you want to take it up?" Her father asked.

"I don't think so. Heh, Jaune probably will so he can cause more explosions. But, I think I'm okay with taking the slow path there. No need to rush." Ilia shook her head.

"Of course honey, no matter what you choose we're both very proud of you." Her mother said next.

Ilia just smiled, happy to live in the moment.


	11. Chapter 11

Disclaimer, I do not own RWBY

**Chapter 10: Initiation**

Jaune exhaled slowly and watched his breath mist over instantly. The bullhead that dropped him off in the middle of nowhere was rapidly diminishing to nothing on the horizon and the sound of its engines had long been drowned out by the howling winds.

Fingering a small token in the shape of Atlas's symbol, Jaune inspected the proof of his participation in the initiation and attached it to the front of his coat. The thing served as both an entry proof and a tracker, allowing officials to track his location as well as record video evidence of his progress for assessment purposes.

Pulling his coat around himself tighter, Jaune sucked in a breath of icy air before starting the long trek back towards Mantle. The going was slow, his boots sank into the knee-high snowdrifts and the suction made every step a chore.

Ascalon stabbed deep into the snow, searching for any hidden pitfalls. But despite his best effort to feel out a safe path forwards, the uneven ground still played hell with Jaune's footing.

"Shit!" Jaune cursed when his next step found no solid ground beneath his feet. Off balance and unable to right himself in time, Jaune pitched forwards and ended up buried up to his waist in snow.

"Grah! Damnit!" Planting Ascalon into the ground and using it as leverage to pull himself free, it still took the better part of a minute to dig his way out. Shivering slightly as he wiped off the melting snow that got into his clothes, Jaune bitterly wished that aura provided more protection against the biting cold than just a reduction in impact.

After adjusting his pack to a more comfortable position, Jaune started moving forwards again, eyes fixed firmly on the distant horizon. As uncomfortable as his present situation was, remaining out in the open when night fell would be far worse, not to mention the possibility of a blizzard springing up without warning.

With nothing but an almost endless expanse of white in every direction and not a lot of cover, Jaune scrapped his initial plans for roughing it out in the wilds. With no shelter, being ambushed by the Grimm while he slept was always a possibility, and that was something he wasn't keen on experiencing.

"Right, village… village… okay, Eiswald is the nearest one, but damn, that's still a big detour." Jaune grimaced as he consulted his map. Folding up the sheet of paper and stowing it inside a pocket, he grumbled some more before shuffling in the direction of the village.

So far Atlas's initiation was… a lot more boring than he thought it'd be, challenging yes, but also boring. Six days to trek a hundred miles across the countryside and return to the city for a pass. No frills or hidden surprises beyond what the environment itself threw at the Atlas hopefuls.

Just three simple rules to follow, no sabotaging fellow candidates, no hitching a ride back and no messing with the token barring an emergency situation. Failure to comply with those rules would lead to immediate failure and possibly criminal charges.

Anything else was fair game.

On its own, a hundred miles in six days was a challenge, but not overly gruelling for anyone with aura and a decent fitness level… if you were in Anima or the Vale side of Sanus at least. In Solitas where you had snow, ice, barren wastelands and more snow for miles and miles in every direction, it was a different story entirely.

Sub-zero temperatures were a constant drain on aura and source of discomfort. Built up snow bogged him down and hid any number of potential hazards beneath its pristine sheen, and the sunlight reflecting off it was blinding at times. The freezing winds slapped him in the face constantly, stinging non-stop while the arid environment only worked to dehydrate him further and the thirst made rationing his water a massive pain.

By the time Jaune made it to the gates of Eiswald, he was battered, sore and thoroughly exhausted despite not having to fight a single Grimm on his way there. The setting sun dyed the world orange as Jaune stumbled into the village, drawing several curious stares when he simply fell to his knees and kissed the first bit of clear ground he'd seen since beginning his arduous trek.

Shambling through the village in search of an inn to spend the night in, the goofy smile on his face refused to leave and he would be whistling in joy if he wasn't so dog tired. Walking on solid unfrozen ground wasn't something Jaune ever thought he'd be appreciating, but after spending almost a full day in the wilderness eating snow every few hundred metres, solid footing was a godsend.

After arriving at the inn and booking a room with some of the emergency funds he had stashed on himself, Jaune dropped his heavy pack onto the floor with a loud thud and plopped himself down on an empty couch in the lobby.

While waiting for his room to be prepared, Jaune pulled out his map and a pencil, ready to plot his path forwards. His brows furrowed into a frown as he started marking out possible routes, so far none of them looked promising in the least.

"Geez, the direct route is still another eighty…eighty-three miles off. But that's eighty-three miles of frozen hell. There's the main road, a hundred and two but no real rest stops unless a new village appeared." Jaune grimaced as the words left his mouth, villages tended to disappear without warning as opposed to suddenly springing up out of nowhere.

And whenever a new one popped up, there was usually some fanfare to go with it, a rush to update the maps with the new human settlement. Optimists said it was to give people hope, remind them land could be reclaimed from the Grimm. Pessimists said it was to ensure someone remembered to send burial detail.

In any case, no news meant no new settlements, not even bandits or terrorists would be bold enough to set up camp so close to the highway. Following the highway all the way back to the city meant he'd be sleeping rough, but the bright side was that he wouldn't need to slog through the snow anymore. Fire dust embedded beneath the road kept it warm and prevented snow from building up, making the journey a lot easier than trying to cut a straight line through the tundra.

Jaune chewed on his pencil, pondering his next move aloud. "If I follow the highway all the way back… I should finish in three-maybe four days. Hmm, there are a few villages I could bounce to… but damn, talk about out of the way."

After Eiswald, there were a few more villages he could stop at for the night. The problem with them though was that none of them were 'close' to the highway and even the least troublesome one would add a four mile detour. Not a very appealing option for someone on a time limit.

"Five days left, I can hit one, maybe two of em. Still gotta camp at least two days like that, gonna reach Mantle maybe five night or six morning. Ah… it's gonna suck anyways." Jaune grumbled and scratched his hair in frustration.

"Ah your room is ready, is everything alright?" A voice cut into Jaune's thoughts and pulled him back to reality. Looking up, Jaune found the elderly innkeeper hovering over him with a mildly worried look on his face.

"Oh, err, thanks. I'm fine, just planning how to get to Mantle." Jaune got to his feet and stretched, feeling his joints pop and his various aches return in force. Once again, he gave himself a pat on the back for having the sense to set course for Eiswald, a warm bed had never felt so appealing.

"The city? There is an airship coming to deliver supplies in the nex-" The innkeeper began before being interrupted by Jaune's headshake.

"Nope. No rides, that'll fail my initiation. Gotta walk the rest of the way back." Jaune replied and slung his heavy pack over his shoulder.

"Initia… oh, you're joining Atlas to become a huntsman!?" The innkeeper exclaimed in surprise, more than a little taken aback by Jaune's age.

"Yep. Thanks for the room, I'll leave the key on the reception in the morning, gonna be off early." Jaune pointed to the token attached to his coat to prove his words.

"I… I see. Will you be following the highway back then?" The innkeeper asked.

"Yeah, that's the plan so far." Jaune nodded.

"Would you be stopping at Asche along the way?"

"Asche? Hmmm…" Jaune pulled out his map to check again, sure enough there it was as one of the possible rest stops. It would be the second settlement he'd pass along the way back and one of the two possible rest points for day two.

"I might. It is along the way. Why?"

"Ah nothing, if you do drop by, I recommend you give their beef roast a try. It is exquisite if I do say so myself."

"I'll keep it in mind, thanks again for the last-minute room." Jaune gave the innkeeper a small bow before trudging off to his room for his well-deserved rest.

* * *

"Asche huh… hmm I'm making good time, I think I'll head there after all." Jaune mused to himself. High above him the sun peeked through the clouds, its golden rays illuminating the world but lacked the blistering heat normally associated with the noonday sun.

The frigid air remained a constant aura drain and the ground was slick from melted snow but Jaune would count his blessings and take what he could. His boots easily maintained their grip and a little bit of mud never hurt anyone, more importantly, there were no more snowdrifts to plough through thanks to the heating beneath the road surface.

Without the insane difficulty of having the environment itself fight against him, things were so much easier now. And with the pace he was maintaining, Jaune estimated he'd reach the town of Asche just after sunset instead of around midnight as initially predicted.

The rest of the day passed quickly, time just melting away with Jaune's high spirits. Nothing could douse his good mood, not the cold, not the mud, not the long trek and not even the Grimm.

The first bit of opposition Jaune ran into came in the form of a pack of Sabyrs who were initially unaware of him. Jaune sniggered when he sighted them through the snow-capped trees, rapidly deploying Ascalon into cannon mode, Jaune loudly announced his presence with cannon fire.

Angry roars and surprised yelps wafted over on the wind as the Grimm were blown to pieces with high explosives while Jaune laughed madly in the background. When survivors of the initial salvo came charging through the trees, Jaune's grin widened considerably.

Stowing Ascalon, Jaune retrieved a single grenade from his pack and waited for the Grimm to group up and close to throwing range. Pulling the pin and letting it fall, he let fly with a cheer. "Kaboom!"

The grenade fell short of the charging Grimm as planned and the oblivious Sabyrs rushed to their doom. The first passed with no issue, then the second, and when the third leapt over the patch of grass the grenade landed on, it detonated.

The blast of heat, light and sound consumed the pack of Grimm entirely, incinerating all of them at the same time. Jaune cackled as debris rained down over the area and surveyed his handiwork, a patch of the surrounding forest had been completely cleared out and only a massive crater served to mark where the trees used to stand.

"Hahahhaha, the MK II is working as expected, now if only I had a better way to mass produce it." Jaune shook his head and continued on his way, once he was in Atlas and had a bigger budget to work with, he could see about refining his explosives manufacturing process. In any case, field testing for his thermobaric grenades were coming along just fine, all he needed now was a proper name for them.

Pushing aside thoughts of the future to focus on the present, Jaune returned his eyes to the road ahead, staring down the mostly straight path as it disappeared into the distance. Sighing softly and adjusting his pack, Jaune increased his pace, he had miles to go yet and none of his explosives could help speed up his journey.

"Speed up… hmm… I'll look into it in the future." Jaune mumbled under his breath as he pondered the issue, most problems could be solved with explosives after all. It was just a question of how much and how to apply them.

The rest of the march passed without incident and Jaune left the highway, heading down the side road that lead towards Asche just as the sun was beginning to dip below the horizon. Looking forwards to another warm bed to rest in, Jaune sped up his pace again, eager to get back to civilisation after a full day on the road.

But as he got closer to Asche, Jaune's smile faded and became replaced with a worried frown. He could smell the tell-tale stench of smoke on the breeze and several trees had been knocked over as though something large had passed through in a hurry.

"Oh no." Drawing Ascalon and holding it at the ready, Jaune broke into a dead sprint, already dreading what he might find at the end of the path.

The closer he got the stronger the stench got and the more evident the damage to the surrounding forests. When the trees thinned out and the town of Asche came into view, Jaune skidded to a halt and stared at the devastation before him with a crestfallen expression.

Of what was once a thriving little town bustling with life, only ash remained. The entire town had been razed to the ground and wisps of smoke still rose into the air from where the fires hadn't gone out yet. Most of the buildings had been flattened or at least partially demolished and Jaune prayed their occupants had managed to get out before everything went down.

Jaune's eyes narrowed and his grip on Ascalon tightened when he noticed the Grimm prowling around inside the destroyed town. Pushing his anger down for the moment, Jaune skirted around the destroyed walls and slipped into Asche unseen. The Grimm hadn't noticed his arrival and there could still be survivors trapped somewhere however slim that chance, starting a fight now would jeopardise all of them.

The one bright side was that whatever giant Grimm had flattened the town's defences and demolished half the buildings was nowhere to be found. Just a few stray Beowolves and Ursas poking around the ruins.

Swallowing hard and forcing the bile back down, Jaune's face took on a greenish tinge as he sidestepped a particularly gruesome sight. A half-burnt arm stuck out of a pile of rubble, Jaune didn't know if it was still attached to a body and he really wasn't interested in finding out.

A loud roar coming from behind him alerted Jaune that the element of surprise was lost. Spinning around with Ascalon at the ready, he deflected the paw swipe from the Ursa that detected him before leaping back to get some distance.

"Bring it you sons of bitches!" Jaune growled and switched to cannon mode, firing a shell right into the Ursa's open mouth and blowing its head off. Jaune ignored the howls and roars coming from the other Grimm and shifted Ascalon to minelayer mode, deploying as many mines as he could before the Grimm swarmed him.

Retreating slowly and allowing the Grimm to run over his mines, Jaune slipped into an alleyway to force the Grimm down the chokepoint. In the cramped alleyway he barely had to aim as the Grimm crowded in, cannon fire boomed alongside his mines' detonations, whittling down the Grimm's numbers in droves.

"Come on! I'll take you all on!" Jaune roared back once the Grimm closed to melee range, switching to lance mode and stabbing away at the mass of black and white. Burning with righteous anger, Jaune refused to even slow down when the Grimm landed blows of their own, instead retaliating with twice as much force.

Jaune kept the Grimm at bay for a good while, depleting their forces with every swipe of his lance and grenade toss. Bit by bit their numbers began to thin and to Jaune's surprise, he began receiving support fire from someone midway through the battle.

Caught in the unexpected pincer, the Grimm trapped inside the kill box were swiftly eradicated and Jaune was left standing alone, watching the Grimms' essences dissipated into nothing. He didn't have to wait long before his unexpected ally showed up, an Atlas huntsman looking worse for wear and wielding a long rifle.

"Who are you? What are you doing here?" The huntsman asked, getting straight to business.

"Jaune Arc of Prometheus academy sir, I'm taking the Atlas initiation now and was passing by when I saw the smoke." Jaune answered.

"Right initiation is going on now, isn't it? Bloody bad timing… no never mind, come, we should leave before every other Grimm in the area come swarming. No way they don't know we're here now." The huntsman shook his head and began walking away with Jaune following behind.

"W-what happened here?" Jaune asked as they skirted around the bloody remains of several civilians who hadn't been able to evade the Grimm in time. The huntsman simply shook his head with a bitter expression while Jaune had to force the bile down again.

"Heh, I want to know too. Whatever the hell is going on here is way above my paygrade. I'll leave it to the spooks to figure this one out, if they even care. Right now, HQ better send support fast or the survivors aren't going to make it, if they even realise what's happened."

"You've called for help right?" Jaune asked.

"No. CCT's coverage here is spotty, we can't get a signal through. If we don't get through soon, we're not saving anyone." The man replied in a grim tone.

Jaune frowned for a second as he wracked his brain before looking to the token on his coat. According to Headmaster Ironwood, the token would also serve as an emergency beacon, should it be destroyed or damaged, help would be dispatched immediately to its location, hence do not mess with outside of emergencies.

As far as Jaune was concerned, this counted. Ripping off the token and tossing it to the bloodstained ground, Jaune stamped down on it and smashed it to pieces.

"What are you doing?" The huntsman asked in confusion.

"The token's a beacon, right? I smashed it so help should be coming soon."

"…Smart move. I just hope they send enough people."

* * *

"Kid! You got any bandages? We're running out!" A medic yelled out. The makeshift field camp was buzzing with activity as Atlas huntsmen and the few still healthy survivors rushed about trying to aid the many, many, many wounded.

"Yup! Coming!" Jaune shouted back as he rummaged through his rapidly shrinking pile of supplies and grabbed the second last roll of bandages before rushing over. Wiping away a bead of perspiration as he handed over the roll, Jaune gave thanks he had the foresight to overprepare an abundance of supplies beforehand. They were certainly coming in handy now with so many wounded and a critical lack of medical supplies.

"Thanks, help me support her while I dress the wound." The medic instructed and Jaune did as told, gently lifting and supporting the injured faunus woman while the medic replaced the bandage around the stump that used to be her arm.

A pained groan left the woman as she shifted in Jaune's hold, exposing the side of her face that had been mauled by the Grimm. Jaune blanched and managed to maintain the shaky grip on the woman until the medic was done.

Gently lowering her to the ground again, Jaune rose quickly and sprinted off to a corner, voiding his guts into a bush. Sinking to his knees as another wave of nausea took him, Jaune vomited again until there was nothing left inside.

"Here." A bottle of water was thrust into Jaune's field of view and he grabbed it gratefully, immediately gulping it all down.

"Pace yourself before you throw up again." The huntsman said.

"Right… thanks." Jaune said after a moment to fortify himself, returning the now empty bottle to the man.

"First time seeing this I assume?"

"Y-yeah. I… I saw some stuff during the Incursion, but…" Jaune trailed off, unable to find anymore words.

"Yeah, Grimm attacks get… messy. We got off light, shit like this, it happens all the time outside the kingdom's walls." The huntsman said, shaking his head in disappointment.

"Can't we do anything?" Jaune asked.

"Not much we can do. There are only so many of us, and by the time we get there… sometimes there aren't even pieces to pick up. Being a huntsman isn't easy, you sure you want to do this? You're young, plenty of time to choose something else, something that doesn't involve… this." The huntsman gestured to the chaos around them.

Jaune shook his head and rose to his feet, his voice remained shaky but the determination in them was undeniable. "No. I want to… I will become a huntsman, one day I'll be able to stop something like this from happening. I will become a hero."

"…That's a nice dream. But you realise you can't save everyone right?"

"Doesn't matter, I'm going to try anyways. Someone has to." Jaune looked the huntsman in the eye as he replied.

"Heh. Well, far be it for me to keep you from your destiny. Just know what you're walking into kid. This world is uglier than you can imagine." The huntsman grunted out, a modicum of respect in his voice.

Any further conversation was cut off when a loud shout pierced through the din. "I see em! Atlas bullheads! Two of em!"

It started slowly at first, as though the people didn't dare to believe it. Then as others looked up and saw the growing dots in the sky, it grew and grew and grew until the cheering had drowned out pretty much everything else.

A single black bird flew overhead before alighting on the ground and shifting into human form. Qrow surveyed the field camp and strode over to where Jaune was. "Mind explaining? I really didn't need the heart attack you gave me when your signal died."

"I was passing by Asche on the way back. Some kind of Grimm attack happened, I don't know the details but we needed to get help here from Atlas somehow." Jaune replied, his shoulders sagging in relief as the bullheads approached.

"And you couldn't call on your scroll? Oh what the hell, no signal right? Usually I'm the one with this kind of bad luck." Qrow replied with a small sigh.

"So… can I get a ride back to Prometheus?" Jaune asked.

"Huh?"

"I failed right? I destroyed the token."

"Yeah, I think this counts as extenuating circumstances. I'll talk to Jimmy about this, but you did good Arc, you did good."

* * *

"Jaune Arc… I'm going to become very familiar with that name, aren't I?" Ironwood said as he put down Jaune's file.

"As I recall, this is the kid you picked up after you crashed the hammerhead. He was involved in the Incursion too, got dragged into the Jillian debacle."

"Yeah, one and the same. And I didn't crash it, the ship was defective." Qrow replied, cheerfully ignoring Ironwood's irate glare.

"Well, his case is problematic. Technically, he failed initiation since he destroyed the token, but it was a legitimate emergency." Ironwood mused.

"So, pass him. What's the problem?" Qrow said and casually uncorked his flask, nonchalantly taking a big swig from it.

"My problem is I don't know where to put him. Initiation was supposed to be a gauge of students' skills, mindset and give us an idea of what kind of team they'd be suited for. Jaune Arc's initiation lasted two days, and with the token completely unsalvageable, we don't have any footage to analyse. According to him, before Asche, he was mostly just walking anyways, not a lot to go on. Then of course, he's here by skipping grades, making what team to put him on an even bigger issue." Ironwood sighed out.

"He won't be a handicap if that's what you're wondering. I've trained him myself. And books… who needs em." Qrow said.

"Your objection against paperwork has been noted and ignored Branwen. But it still leaves me the problem of how to sort him out. Unlike most of the other initiates, he doesn't have any friends with him here according to his file, I can't even put him on a team with people he already knows."

"An older team? Not all of the teams were complete four-man cells as I recall. Some are… not an option, but there were a few teams that were short a man to begin with, right?" Qrow offered.

"Older team… hmm… I might have something. Not a team, but maybe a partner." Ironwood sorted through some files on his desk before pulling out the one he wanted.

"Oh?" Qrow looked on in interest.

"Bit of a complicated case this one. Originally part of a full team, but he's the only one left now."

"…You sure that's wise?" Qrow muttered.

"No. The rest of team isn't dead if that's what you're worried about, none of that baggage here. It's just… one has been medically discharged for injuries suffered in the field and the other two voluntarily dropped out." Ironwood said, unsure of who he was trying to reassure, Qrow or himself.

"Again, you sure that's wise?" Qrow repeated.

"No. But I think this is the best option, at least for the time being, there's just nowhere else I can see Jaune Arc slotting into. And with a fourth-year student as his partner, he should be able to help bring Arc up to speed. I've heard quite a lot of good things about this student from the instructors. It should work."

"And what happened to the rest of his team?" Qrow asked.

"…One hell of a clusterfuck mission he missed thanks to a broken arm. The details are sketchy but it has some similarities to the Asche incident. Some giant unknown Grimm and then something about waking nightmares, we're still investigating. In any case, this partnership should help them both. Of course, as your protégé, I expect you'll continue to have a hand in teaching the boy so in the worst case where it doesn't work out, expect to get an apprentice." Ironwood said, causing Qrow to roll his eyes.

"Eh, business as usual then. I- relax Jimmy, I'll make sure he does his homework, we won't start burning paperwork until after he graduates." Qrow jested when he saw Ironwood's warning look.

"You won't be burning anything period. Get out of my office Qrow, go give your student the good news and quit drinking in front of my face before I have you shot."

"Whatever Jimmy." Qrow laughed and spun around, heading out of Ironwood's office with a smile.

The general himself returned to the two documents that demanded his attention. The incident report on Asche and the ill-fated mission that wiped out three quarters of a team. Sighing as he began to read through them again for more insight, he spared the file of Jaune's partner to be one last glance before looking away, hoping he wasn't making a mistake.

The name written on the file?

Marrow Amin.


	12. Chapter 12

Disclaimer, I do not own RWBY

**Chapter 11: Partners**

Conflicted was not a word Marrow would use to describe himself, but right now, that word fit on all levels, with much of his current headache stemming from his new… partner. Juan something or other.

Said partner was locked in argument with the professor over his choice of combat tactics. His opponent and point of contention was currently curled up in foetal position bawling his eyes out.

Marrow sighed and scratched at his cast, his sigh transitioned into a growl when the thick plaster prevented him from getting to the itch. Giving up and allowing the sudden surge of anger to bleed away, he took a deep breath before exhaling slowly, regaining his composure before anyone noticed.

"No, no… deep breaths, deep breaths…" Marrow sucked in another calming breath as he wrestled down his emotions. An itch he couldn't scratch, that about summed up his situation. Nothing about the world sat right with him, first he broke his arm in a freak training accident, then the rest of his team got wiped out in what should have been a routine patrol mission, the details of which he still didn't have.

Then Headmaster Ironwood thought the best thing to do was have him play babysitter to some kid who managed to get into Atlas early… at least, that was his initial impression when he was called into the headmaster's office.

Now here he was sitting in on the first years' combat classes, aiming to get a better picture of who his partner was as a person before actually meeting him. By fate or sheer dumb luck, Jaune was called into the ring as the first match of the day, going against one of the bigger students, a hulking brute compared to him.

The outcome should have been clear from the start, a complete walkover, Jaune Arc's opponent was older, bigger and had more years of experience under his belt. It should have been a one-sided trashing, and it was, just not in the way anyone expected.

The 'match' ended in one hit.

"It's winning! What do you mean I'm not allowed to do that!? There's no law or rule forbidding it!" Jaune yelled back at the red-faced professor, his weapon of choice still clutched tightly in a white-knuckle grip, as though fearful someone would try stealing it from him should he loosen his fingers.

"It's underhanded! And indecent! You can't just do something like that! Look at him!" The professor pointed to the sobbing student still rolling on the floor in agony.

"Yeah! That's what losing looks like! He lost! I won!" Jaune's frustration was visible to the entire class and his animated gestures managed to get Marrow to crack a small smile in spite of his poor mood.

"That's not the point! Do you even understand the purpose of this class!? The reason why you're _SPARRING_ against your fellow students!?"

"Of course I understand, we're here to learn how to win! So we don't end up like _that_!" Jaune gestured to the vanquished with a dismissive wave.

"You're not supposed to use such despicable tactics! Have you no honour!? Atlas isn't a school for thugs! You're here to learn how to become proper huntsmen!"

"Yeah! That's what I'm doing! I'm here to win! My enemies won't have honour so I won't either!" Jaune yelled back as the professor looked to be seconds away from tearing out his hair.

"That's not- that's… aarrgghhh! Who taught you how to fight!?"

"Qrow!"

"Qro- oh. Oh! _Branwen._ Of course it's him." The professor's tone turned dark as a shadow clouded his features, even a fool would have been able to tell what his opinion of Qrow was.

"It doesn't matter! I don't care what he taught you, this is my class and you will obey my rules. So, one didn't exist before this right!? Then from now on, no one is allowed to tase their opponent in the groin! Am I clear!?"

"What!? This is ridiculous! It works! You cannot do this!" Jaune began protesting immediately.

"Those are my lines Arc! Since you're so concerned about what battles will be like outside these walls, consider this a lesson. Your enemies may not play fair, but as a huntsman, the situation might render certain things off limits. Find a way to work around it. But this rule will stand."

"Fine! But this is still bullshit!" Jaune made one last protest before storming off the field and back to his seat, the mutinous expression on his face slowly morphing into one of diabolical contemplation indicating that the professor's choice of words was most poor indeed.

"Detention Cadet Arc!"

Jaune's incoherent yell of frustration caused Marrow to crack a small smile. "He's certainly unorthodox. Maybe this won't be so bad."

* * *

Being partners with Jaune was… interesting, that was the only word Marrow had for it. His initial impression of Jaune being very unorthodox was right, but unfortunately, he wasn't right enough.

"Are you sure this is wise?" Marrow asked as he stood a safe distance away from Jaune, watching the blonde put the finishing touches on his project.

"Probably not. But I'll never get it to work without continued testing. This time it won't blow up in my face, I'm sure of it-OW!" Jaune hissed in pain as he pulled his fingers back from where a live wire had electrocuted him.

"Alright, lemme rephrase that, are you sure this is safe? This is try number what? Six?" Marrow asked again.

"Of course it's not safe, it's a bomb, it's supposed to be as unsafe as possible." Jaune answered and continued tinkering with the device.

"Then why are you messing with it?" Marrow asked again, trying to get a grip on the insanity that was Jaune Arc's world.

"Because I realised I have a lot of bombs, but none of them are booby traps, and no, the mines don't count." Jaune replied.

"So tell me, exactly what do you need booby traps for?"

"No clue. Better to have it just in case I find a use for it though. This is going to be the first of the contact series, I want them to explode when someone touches it wro-" Jaune vanished in a flash of heat and sound before his body came flying out of the black smoke and crashing into the hard earth seconds later.

"Holy shit! Are you alright!?" Marrow dashed over to where Jaune was slowly picking himself up, covered in ash, smoking debris and oil from head to toe.

"Egh! Just like that." Jaune groaned and got back up, making a token attempt to dust himself off before giving up when his efforts just made the mess worse.

"Seven time's the charm for sure." Jaune muttered under his breath.

"After all that you're still going to try again!?" Marrow stared at Jaune as though he just grew a second head.

"Of course I'm gonna try again, I'll get it to work eventually. I'll get the trigger down soon enough and then I can start adding more firepower." Jaune accentuated his optimistic tone with a proud thumbs up. Marrow simply sighed and shook his head, wondering just what the hell he was in for.

Compared to his former team, Jaune was a lot easier to get along with, maybe it was his age, maybe it was his… unique way of thinking, but he lacked the stiffness a lot of Atlesians had. Their shared love of coffee certainly provided a common point to bond over.

It also helped that both of them had something to prove, Jaune wanted to live up to his family's legacy and Marrow himself just wanted to prove those who looked down on him for being a faunus wrong.

There was a tiny bit of guilt that refused to leave Marrow alone, accusing him of being so quick to leave his former team behind. It left a sour taste in his mouth and Marrow had quickly come spilled the beans on the dissolution of his former team.

To his surprise, Jaune had taken it in stride, insisting that he was hard to kill and then promptly pledged the support of his explosives when Marrow went after the Grimm that did his team in. And if none of his existing stock was of use, then he'd just get creative and come up with one that did.

Though Marrow would never admit it, he was actually quite touched by the offer. It was a lot better than being seen as a jinx or a death sentence as quite a few students whispered about when they thought he couldn't hear them.

And when he mentioned as much to Jaune, his partner had simply started laughing and muttering something about knowing an actual bad luck magnet.

The more time Marrow spent around Jaune, the more he started questioning the many preconceived notions he held about society and what passed for normal behaviour. Along with that came a healthy dose of fear about ending up on Jaune's bad side or getting stuck in his blast radius.

For an easy going and generally mild-mannered person, Jaune Arc could be surprisingly vindictive when it came to it. Woe betide whichever poor sod earned his ire and anyone too slow to get out of the way.

* * *

"Next match, Johann Blau vs ah damnit, Jaune Arc." The professor face palmed as he read out the names and the combatants made their way to the field. Marrow snickered under his breath as he stood leaning against the far wall, it was a free period for him and just happened to be an excellent time to see Jaune be _Jaune_.

"I trust you remember the rules?" The professor narrowed his eyes at Jaune as though daring him to say no.

"Yeah, yeah, no tasing opponents in the groin, no setting the arena on fire, no using flashbangs in someone's face, no bringing down the ceiling to crush people. I remember." Jaune grumbled in disappointment.

He sighed and looked up at the ceiling still undergoing reconstruction after his masterstroke. Dropping the ceiling on the opponent to crush them was absolute genius, especially since the professor got caught in the trap.

That Qrow happened to be teaching in the class above them and had the floor shot out from under him was just icing on the cake… even if the shapeshifter kicked the crap out of him during their next training session.

Sure, those tactics were now banned but he had plenty more tricks up his sleeve. It must have shown on his face because the professor started sighing immediately and his opponent started backing away nervously.

"Hey err… Arc? Go easy on me?" Johann pleaded.

"Hahahahahah no." Jaune shot down his classmate's hopes instantly with a bout of evil laughter. He had too many plans, gadgets and weapons to field test to waste a sparring match 'taking it easy' on someone.

Besides, he was helping his fellow classmates out of the goodness of his heart, best they learn what it meant to fight someone who wouldn't give them a straight fight now then have the lesson engraved on their tombstones.

'Johann Blau, male human, age seventeen. Weapon of choice, a pair of tonfas that have built in shotguns for extra kick. Close quarter specialist. Suicide to engage in melee… heh, I got just the thing.' Jaune smirked and held his lance at the ready, waiting for the signal to begin. Johann did the same, sliding into a defensive stance as he nervously awaited whatever trick Jaune was about to pull from his arsenal.

As soon as the buzzer sounded, Jaune defied common sense and launched straight at his opponent, coming in for a thrust with Ascalon and unleashing a vicious war cry, startling near everyone in the room.

"The hell!?" Johann managed to retain enough of his wits to jump backwards, putting distance between him and the business end of Ascalon. Just in time too when the lance head suddenly split into four prongs and revealed the cannon barrel underneath.

He ducked as the cannonball flew overhead and exploded harmlessly against a wall. Thrusting one of the tonfas out, Johann batted away the heavy cannon and pulled the trigger, the shotgun blast adding even more force to his attack and sending Ascalon swinging back, knocking Jaune off balance.

His counterstrike failed to connect though when Jaune used his lance's momentum to spin himself away from Johann and then come back around for a second thrust. Once again, the strike was dodged, this time Johann didn't bother parrying the lance, simply taking advantage of Jaune's overcommitment to get in range for a shotgun blast to the face.

Then he noticed Jaune's smirk. And the fact that Jaune was now wielding Ascalon with only one hand, his other held a conspicuously out of place spray can. It was at that moment he knew he messed up.

Jaune released his grip on Ascalon, dropping the heavy lance onto Johann's shoulder and disrupting his counterattack with the sudden added weight. With Johann at such a close distance, there was no dodging when Jaune's other arm snapped up and brought the can right up to Johann's face.

An orange mist left the nozzle as Jaune unloaded the can's toxic payload at point blank range. Johann tried to shield his face and duck away but it was too late, the orange mist coated everything and got everywhere.

"Hahahahahahah! Ahahahahahah!" Jaune started cackling as his opponent's face contorted in disgust and agony as the spray overwhelmed his senses. Johann dropped with a soundless scream and began clawing at his face as he got a full dose of a modified variant of the spray Jaune used against Neon in a tournament so long ago.

"Wanna see a magic trick? Here's a little something speci-" Jaune was rudely interrupted by his professor when the red-faced man stormed over to inspect his fallen opponent.

"ENOUGH! MATCH OVER! What did you do to hi- oh god! What the hell is that smell!?" The professor's eyes began to water and he started coughing when his nose was assailed by the foulest stench he ever had the displeasure of being exposed to.

"You like? It's part of my riot suppression gear. Pepper spray pushed to the limit, and I added fire dust into the mix, so I can set anyone hit on fire." Jaune answered and with a flick of his fingers, held up a lit match for the professor to see.

"PUT THAT OUT NOW! And ah god… you. You're responsible for this, you bring Johann to the med bay now." The professor snarled.

"Of course, happy to help." Jaune gave a mock bow and pulled out a clothespin, making a show of attaching it to his nose before hefting the now unconscious Johann over his shoulder and making for the exit.

"Cadet Arc-"

"I know, I know. I'm banned from using the spray. And I'll be on time for detention." Jaune snickered before glancing to where Marrow was standing. His partner simply let out an exasperated sigh and shook his head.

"Don't worry about it prof, I still have so many cards to play." He called out one last time before leaving the room.

* * *

"Must you antagonise him always? Sooner or later, something's going to stick on your permanent record." Marrow chided as he and Jaune wondered the streets of Atlas, looking for a bite to eat.

"No it won't. I make sure everything I do remains well within the rules." Jaune replied nonchalantly.

"Until you get a rule expressly forbidding it at least." Marrow sighed out.

"Too bad those rules aren't ex post facto, there's nothing he can do. I know, I checked with Qrow and he's given me full support as long as I don't drag him into the mess… again." Jaune said, his voice oozing glee with every word.

"Wow. Never meet your heroes indeed, Professor Branwen was never one of my teachers but damn, I thought the Corvus would be better than that." Marrow sighed and shook his head in disappointment.

"He hates it when people call him that. Hey, this looks like a good spot." Jaune stopped in front of a small café tucked away in a corner and paused to read the menu.

"Eh whatever, as long as they have good coffee. I could use a cup right now." Marrow shrugged.

However, Marrow's good mood died as soon as a waiter arrived and barred their way into the café. "I'm sorry, no pets allowed."

"Oh, so that's how it is." Marrow grit his teeth and turned away.

"What? What pet, we don't have any pets." Jaune was still confused, the waiter continued to bar his way forwards and Marrow was already starting to walk away.

"Come on Jaune, we have elsewhere to be." Marrow said and began dragging the confused Arc away by the arm when Jaune failed to move.

"What? What about lunch!?"

"Elsewhere." Marrow replied curtly.

"Okay…? What was that all about?" Jaune asked once they were a good distance away from the café.

"Nothing much, I'm just not welcome there." Marrow answered.

"You? Uh…" Jaune trailed off, still completely lost.

"Faunus aren't welcome there."

"What? How would… Oh. _Oh…_" Jaune's frowned and turned back to glare at the café. He shook of Marrow's grip and began stomping back to the café, ready to give them a piece of his mind.

"Haaa… stay." Marrow pointed at Jaune and locked him in place immediately, only releasing his semblance when his partner stopped struggling against it.

"Let it go Jaune. We'll just take our business elsewhere, their loss." Marrow gripped Jaune's arm and began dragging him off again.

"The hell do you mean let it go? Are we supposed to just ignore it!? This… this has to be illegal or something." Jaune protested.

"It's just how it is partner. That's how society has been since forever, just work around it. You can't force someone to serve someone they don't want to, even if it is technically illegal, good luck finding a judge willing to rule against them."

"But… but…"

"Let it go. The system is the system, it's beyond anyone's ability to change, there's nothing to motivate people to want to change things. Eh, it doesn't matter, we're here to become huntsmen, solving societal issues doesn't fall under our job scope." Marrow said and shrugged again.

Jaune's eyes narrowed before his angry expression was replaced with a more contemplative one. Marrow noticed and instantly moved to nip the problem in the bud.

"Don't even think about it Jaune."

"I haven't even said anything."

"You don't have to. There are lines we don't cross, it's what separate us from monsters like the White Fang. Just let it go."

"It's not fair." Jaune made one last protest as he shot the café a dirty glance.

"No, it isn't. It's society."

* * *

"Ah, them's the bricks kid, you can't force people to change." Qrow said after taking a small sip from his flask.

"It's still… bullshit. These are… the people we're… fighting for?" Jaune grunted out as his limbs burned from the exertion of doing push ups with a giant boulder on his back.

"_Some_ of the people we're fighting for. Not everyone's a bastard, and even if they are, it's what huntsmen do. We protect and save as many as we can, even those we think don't deserve it." Qrow replied.

"Is there… nothing we can… do?" Jaune asked.

"Not much I'm afraid. Some people are too set in their ways and no one else has the motivation or power to force them to change. We're trying to fix things, but… stuff's been broken for a very long time." Qrow said.

Jaune said nothing, just finishing the remaining push ups in his set before allowing the boulder to fall off to the side and dusting himself off. "It sucks."

"That it does. But, lemme handle that café, I'm sure the huntsmen and huntresses of Atlas would love to know a business just denied service to two students. That will definitely go down well with them." Qrow snickered as he anticipated the café would be finding itself short of customers in the near future.

"…I thought you were going to say I shouldn't try to get revenge or something." Jaune muttered in mild disbelief.

"Well, you're not doing anything. I am. In any case, you up for another spar with Emerald?" Qrow asked, shifting the subject away to a less heavy one and subtly enjoying the distaste painted on Jaune's face.

"Must I? I still can't fight blindfolded. Can barely even walk like that." Jaune muttered.

"She's a demon, the things I've seen… oh…" Jaune's face turned a sickly shade of green as suppressed memories of some of the more horrifying things Emerald's twisted imagination manage to conjure up rose to the surface again.

"And now you know how people feel when they have to fight you. Speaking of which, ol Jimmy is getting really annoyed with the complaints and the property damage. Keep up the good work." Qrow gave Jaune a pat on the back.

"But yes, you will be fighting her, oh and match has already begun." Qrow said cheerfully.

"What!?" When Jaune looked over, about to bitch Qrow out, his teacher's face had already begun to melt off, exposing bloody tissue and the whites of his skull beneath.

"Oh fuck me." Jaune cursed when he realised Emerald had already hit him with her semblance.

"You wish Arc. This is payback for blowing me up." Emerald's disembodied voice and mocking laughter came from all around Jaune.

Jaune sighed as he brought his arms up to guard and waited for the inevitable attack. Of course she'd strike when he wasn't prepared, as expected from Qrow's daughter.

"This is gonna suck."

* * *

Jaune's eyes glazed over as Specialist Winter Schnee continued giving her briefing. Marrow noticed and prodded him in the side to wake him up. "Oi, this is your practical assignment, shouldn't you be paying attention? And that's a specialist for crying out loud, can you be any less interested?"

"Eh, Qrow gave me the cliff notes already. A fetch quest with AKs and Winter's summons as opposing force." Jaune replied with a small yawn.

"Wint-you can't just call Specialist Schnee that! Where's your respect!?"

"You two. Something to share with the class?" Winter noticed their commotion in the back and raised her voice, drawing some sniggers from the rest of the students.

"Uh, no Ma'am! We're good!" Marrow rapidly snapped off a reply while Jaune continued smiling placidly, mind lost somewhere in the clouds.

"Good." Winter nodded and resumed her briefing.

"Your assessment is simple, a simulated raid on a bandit camp currently besieged by the Grimm. At the centre of the camp, there is a small token waiting. Get in, retrieve the token, get out. Simple. Students are free to approach the objective by any method they choose, you may even wait for the Grimm and bandits to wipe each other out, but if the token is destroyed before you can return it safely, you fail. Does anyone have any questions?"

"Uh Ma'am? Are the rest of us going to be watching from here?" A lone student asked.

"Yes. Is there a problem?"

"Uh, no Ma'am, it's… isn't that unfair to the first team?" The student hedged.

"Not exactly. This is not a static simulation. The numbers are the only constant, the field itself will shift each round and the battle may play out differently. Maybe my summons will win, maybe the AKs will, it will be up to each team to react accordingly." Winter elaborated.

"Any other questions?"

When no one raised their hands, Winter nodded and picked up a clip board containing the list of teams. "Very well then. First up, team…"

As the first group to sortie made their preparations to go in blind, Jaune knit his fingers together and started to plan.

"Got anything?" Marrow asked.

"Too many variables. Actually… we can go about this anyway we want right?" Jaune looked to the field, a simple stadium that had been repurposed for the exercise. His eyes were drawn to the bleachers by the side.

"Uh, yeah? That's what she said?" Marrow replied.

"Heh, your semblance can lock down an entire area right? It doesn't put too big of a drain on you?"

"Uh huh, as long as I have line of sight. Where are you going with this?"

"Hehehehheh… you're gonna freeze the whole field, then I'm just going to walk in, grab the token and walk out." Jaune chuckled as his plan fell into place.

"Eh… what?"

* * *

"Jaune Arc and Marrow Amin, you're up." Winter read out their names and pushed a few buttons on her scroll, resetting the field and randomising the layout.

As the two of them made their way down to the field, hushed whispers rose from the seated audience. Lien exchanged hands as some students placed their bets on whether they would be able to complete the surprisingly gruelling assessment as a two-man unit where more than a few four-man teams had flunked out.

"No cover this time." Jaune scanned the barren field and grinned.

"Perfect for my semblance then. Let's get this done." A similar smile graced Marrow's face as the two of them stood at the start line. Once the buzzer sounded and the summoned Grimm, a horde of Ursas and Deathstalkers, began charging the mech's lines, Marrow turned away and began heading for the bleachers.

Jaune stood by and inspected his nails while Marrow got into place, content to just watch the fighting intensify in front of him.

Up until it stopped.

All the summoned Grimm and Atlesian Knights simply froze in place, they were visibly struggling against their invisible restraints to no avail.

"I love it when a plan comes together." Jaune chuckled and calmly strolled through the battleground, sidestepping the stationary summons and robots that strained to attack him as he passed them.

Walking right through the front 'gates' of the camp, Jaune headed to the pedestal that held the token and pocketed the tiny thing, whistling every step of the way.

Leaving the testing grounds, he dropped off the token with a flabbergasted examiner before the summons and AKs unfroze.

"Mission complete." Jaune gave Marrow a thumbs up as his partner approached.

As the two of them returned to their seats, they were stopped by an annoyed Winter. "Mind explaining to me what that was?"

"Anything goes. My partner got the high ground, froze everyone, then I retrieved the token safely." Jaune answered.

"…That was not the point of the assessment." Winter growled.

"Ma'am, the objective was the safe retrieval of the token by any means necessary. We've accomplished exactly that." Jaune replied.

"He's got ya there ice queen. You did say any method they chose." Qrow's chuckling interrupted them as he picked that moment to come needle Winter.

"Qrow! You- ahrgh! Forget it. Forget it!" Winter stormed off, electing to return to her duties as proctor instead of dealing with more of Qrow's shenanigans.

"Good work Arc, excellent out of the box thinking." Qrow praised.

"I did learn from you Qrow. But really, couldn't have done it without my partner."


	13. Chapter 13

Disclaimer, I do not own RWBY

**Chapter 12: Meet the Schnees**

"You really need to work on your semblance reaction speed." Qrow chided before hooking Harbinger's scythe edge under Marrow's foot and pulling it out from under him. The veteran huntsman followed up with an open palm strike to his chest that sent Marrow sprawling on the ground in pain.

"Ooh! That's gotta hurt!" Emerald snickered from the side-lines, shovelling some popcorn into her mouth at the free show.

"Why do you get to sit out!?" Jaune raised his head from the ground to complain before letting it fall back down when his injuries protested his movements.

"Because dad likes me more than you." Emerald stuck out her tongue at Jaune before consuming more popcorn, revelling in their misery.

"Ah gah! My arm feels like it's going to break again." Marrow groaned in pain as he struggled to get back up. To 'celebrate' the cast coming off, Qrow had 'generously' offered a two on one sparring match, a little bit of extra tutoring and a check to make sure he hadn't gotten rusty.

Things had gone about as well as expected.

Qrow kicked off the match by closing to melee with Jaune, keeping him from using most of his arsenal. On top of limiting Jaune, it also kept Marrow from using his semblance effectively. Jaune wound up frozen a in place a few times when Marrow tried to freeze Qrow, that left him open to vicious combos that took the boy out of the fight very quickly.

The two on one match quickly became one on one and that was it.

"Walk it off Amin. You're tougher than that." Qrow rested his scythe on his shoulder and gave the two battered students several more seconds. When neither managed to stand again, he decided to call it a day.

"Well, since neither of you are getting up, I think we'll call it here. Shame, and I was holding back too." Qrow shook his head and sighed in faux disappointment.

"You keep using that phrase, I don't think it means what you think it means." Marrow grunted out and glared balefully at Qrow.

"Huh, is that so? Shall we go again? Maybe I can stop 'holding back' and we'll see if there's any difference." Qrow's proclamation had Marrow paling and sweating profusely.

"Uh, on second thought, you're holding back a lot. Really, no need to go again!"

"Um hmm, that's what I thought. Ah before I forget, I should probably fill you in on your mission assignment now." Qrow stowed harbinger away before pulling out his scroll.

"Mission? I thought assignments only open up tomorrow morning. And aren't we supposed to pick our own?" Jaune muttered.

"If the two of you were a normal team yes, but you're not. First years and fourth years do not go on the same kinds of missions for reasons that should be obvious. Luckily for you, I have a mission that you can both take, shadow an actual huntsman, yours truly, on a mission." Qrow puffed out his chest in pride before deflating.

"And what's the catch?" Marrow asked.

"The catch is, I didn't get to pick my mission either. _Jimmy did._" Qrow frowned in displeasure as he stared at his scroll.

"It can't be that bad, what did we do? Pull guard duty?" Jaune's smiled died a painful death when he noticed Qrow's haunted look.

"You're kidding." Jaune's face fell and a mournful wail emanated from Marrow. The despair leaking off them was palpable and caused Emerald to crack up laughing instantly.

"It gets worse." Qrow's bad news led to another round of groaning.

"We're not just on guard duty, we're on an escort mission too. As to who we're guarding… the name Schnee ring any bells?"

"Oh come on, aren't they the richest people on the planet or something? Don't they have a whole army protecting them or something?" Jaune complained.

"They do, but SDC security might not be enough for this, so Jimmy is all his wisdom decided to volunteer us. Long story short, Jacques is being a dick and we've got it on credible authority that the White Fang might try something soon." Qrow sighed and forwarded the mission details to Jaune and Marrow.

"If all goes well… heh like that'll ever happen… we'll just be sitting tight looking at a whole lotta nothing. If things go red hot, bring your A game. We're there to make sure the Schnees don't bite it."

"Profess-uh, Qrow, how much trouble are we expecting?" Marrow asked, hastily amending his words when he caught the professor's glare.

"Now isn't that the question of the day. We're expecting 'something', that's about all the intel we've got. So, prepare for the worst." Qrow answered, getting two nods of affirmation from them.

"Can I come?" Emerald asked hopefully.

"No. You're still in training and technically a civilian. Don't you worry, you'll be in Atlas soon enough." Qrow ruffled his daughter's hair to mollify her disappointment.

Truth be told, he was semi-confident in her ability to hold her own, especially with her semblance in play, but getting his ass busted by the general for involving civilians again wasn't an appealing idea. That and CPS would probably get on his case again once they found out.

"You should have the details on your scrolls, mission's in four days, until then try to avoid breaking yourselves."

* * *

Jaune thought he knew what the term rich meant. He'd been in Atlas for long enough to see the kingdom's wealth put on display, and he had met Councilman Schwartz a few times. Given that, he thought he had a good idea of what the wealthy were like.

But now, standing in the Schnee manor's main hall, he had to re-evaluate that notion. Everything was larger than necessary, _everything_. If the objective was to make visitors feel small and unwelcome… it definitely succeeded at that.

Qrow and Marrow had already entered the reception room to await their hosts, guided in by the Schnee family butler Klein. Jaune himself was left behind in the main hall, still struck dumb by the sheer excess on display.

He was beginning to understand just why people tended to tack on the word 'obscenely' before 'rich' when it came to describing the Schnees.

The sound of heels clacking against the floor pulled Jaune out of his thoughts. When he looked up, his breath was stolen away instantly, an apparition of beauty was slowly descending the stairs. Long white hair framed the side of her face, held in place by an elegant ponytail.

She looked just like a snow-

"Who let this ruffian into the house? Leave now before I call security."

…Angel.

"Excuse me!? The hell did you just call me!?" Jaune's reverence became annoyance and his fingers itched for Ascalon.

"Didn't you hear me? I don't know how you got in, but I'm giving you one chance to leave now before I throw you out myself." Weiss stated imperiously before drawing Myrtenaster and pointing it at Jaune.

"Yeah… no. I'm going nowhere." Jaune snarled and deployed Ascalon in one swift motion.

Weiss needed no further invitation and lunged forwards in a glyph propelled thrust. Myrtenaster impacted against the side of Ascalon when Jaune shifted his stance to block the sudden strike. Lance titled downwards and the rapier skidded off the side from Weiss's momentum before she could pull it back.

Jaune shoved Ascalon against her hard to further knock her off balance before drawing back and trying to knock her off her feet. A growl left his throat when his counteroffensive stalled, Weiss having seen what he was trying to accomplish and vaulting backwards to safety.

Both of them held their weapons at the ready, slowly circling the impromptu arena while glaring at one another, waiting for an opening to present itself.

Neither would have a chance to decisively end things in their favour when a multitude of feet came thundering their way.

"What's going on her- oh damnit Arc, how do you manage to start a fight so quickly!? I take my eyes off you for five minutes and you go do this." Qrow grumbled and promptly rammed a fist into Jaune's skull to knock some sense into him, getting Jaune to cry out in surprise and pain.

"Weiss! Put down your weapon at once! What do you think you're doing!?" Winter scolded her perplexed sister and Weiss hesitantly allowed her rapier to fall to the side.

"She started it!" Jaune protested.

"Sister! I was just trying to remove this intruder from our home!" Weiss complained as well.

Neither Qrow nor Winter looked amused with their responses.

"Kid, do I have to remind you what we're here for again? What our mission is?" Qrow folded his arms and began tapping his foot on the floor, annoyance written all over his face.

"Intruder? Weiss, look at what uniform he's wearing and tell me again who we're expecting today." Winter's expression matched Qrow's to a T.

"Yeah, we're here to guard the Schnees." Jaune replied.

"So tell me, what part of guarding the Schnees translates to picking a fight with the first one you see?" Qrow's mouth set in a thin line when Jaune's expression morphed into one of confusion.

"What Schnee?"

"This Schnee you dolt! Sister, there's no way this plebeian can be part of the Atlas delegation." Weiss stamped her feet in anger, refusing to believe that Jaune was genuinely a huntsman in training from Atlas.

"Stay." Marrow sighed and froze Jaune in place before he could lunge at Weiss and cause an even bigger mess.

"He is, and you will mind your manners. I thought you were better than this." Winter's disappointed tone caused Weiss to lower her head in a mix of shame and impotent rage.

"Ugh, just can't catch a break, can I? I don't know what beef you have with her kid, but you will play nice. She's not an enemy, she's the VIP we're supposed to be protecting. And you don't attack the VIP." Qrow pinched the bridge of his nose and spat out the words slowly, making sure it sunk in.

"Hmmph, as if he could protect anyone. I doubt he'd be able to fight his way out of a wet paper bag. I'm a Schnee and more than capable of looking after myself." Weiss couldn't resist the opportunity to sink a jab in.

"You wanna go again bitch!?" Jaune's glare intensified and he started struggling against Marrow's semblance once more.

"Enough! Schnees are above petty insults. Cadet Arc is here by General Ironwood's dispatch and you will cease your hostility at once. Schnees do not pick fights with their allies!" Winter raised her voice, stopping just short of actual shouting.

"Yeah, what she said. You'll have to work with people you don't like in the future, get used to it. You can't attack them now and you can't attack them in the future either. Arggh! Where the hell did you pick this up from anyways?" Qrow facepalmed and growled.

"Yeah… I wonder where…" Marrow muttered under his breath as he stared at the two adults bug-eyed. However much Qrow and Winter had a point, there was also the little fact that the two of them ended in a shouting match just about every time they met, assuming they didn't start brawling immediately.

"Ah, if I may interrupt. Perchance we put this misunderstanding behind us and I can get refreshments? Miss Schnee, Cadet Arc?" Klein's soft cough served as a welcome distraction.

"I'll have my usual coffee Klein." Weiss said

"Coffee please, and thank you." Jaune answered at the same time.

The two of them started glaring at each other again, as though blaming the other for copying them. Before another argument could break out, Marrow closed the distance and began dragging Jaune away in an effort to preserve what little peace remained.

* * *

Once the briefing was over, Jaune was left nursing a splitting headache after trying to wrap his head around the idea of Jacques Schnee as a person and failing. On the other hand, he could see where Weiss got her stuck up attitude from now.

"Does he have a death wish? Or does he believe the name Schnee makes him invulnerable?" Jaune asked, rubbing his temples to ease the migraine.

"_The mine inspections will go ahead, the SDC will not bow to a bunch of upstart animals. And you lot… just don't get in our way. I don't care what Ironwood insisted, he and by extension you do not have the right to interfere in SDC operations."_ Jaune mimicked Jacques' words in a mocking tone.

"Eh, people in power don't like being told they can't do something. We just have to make sure he doesn't die for it." Marrow commiserated.

"But come on! We have intel that says the Fang are planning something and he still wants to go ahead with the dust mine inspections? And he wants to bring the rest of his family along for some PR stunt? That's just an open challenge to the White Fang to actually do something." Jaune protested.

"Yeah well… the SDC has always been about not bowing to terrorists. If he scraps the inspection now, it's giving the White Fang a sort of legitimacy, acknowledging that they're an actual threat." Marrow replied with a helpless shrug.

"Sure… not like those scum haven't been executing SDC personnel and putting the videos online." Jaune snarled in anger.

"…You're awfully pissed about this. It's… personal?" Marrow muttered and Jaune shook his head silently.

"It's nothing. I… I have a friend back in Prometheus. Her parents work for the SDC as researchers, the idea that they could end up murdered just because they're guilty of trying to make a living…" Jaune bit his tongue to halt his rant and get his emotions back under control.

"Sorry, just reminded of… sorry…"

"That's what we're here for though, to keep monsters like the Fang away from regular folk. But I will admit, if Schnee could show a little more compassion, maybe the White Fang wouldn't be so much of a problem to the SDC." Marrow said.

"But in any case, we're here to provide additional security. Outside an actual White Fang attack, we'll have to follow his instructions, and if he wants us out of the way as much as possible that's what it'll be."

"Make a mess and leave us to clean up. Wonderful." Jaune spat out.

* * *

Night had fallen and silence held sway in the mansion. Near everyone was already asleep, trying to get as much rest as they could before the big day ahead.

But not Jaune.

His restless mind refused to allow him to fall asleep no matter how much he tossed and turned. His thoughts were just bouncing from one topic to another, before they all led back to the same point.

"Wonder how Ilia's doing now?" Jaune stared at the ceiling and huffed as sleep eluded him once more.

"Probably sleeping, like I should be." He muttered and flipped over onto his side. They'd kept in contact even after he left for Atlas through scroll messages, but recently, things had been… weird.

"She's fine… she has to be." Jaune screwed his eyes shut and did his best to blank his mind. Right now the pressing matter was being awake and alert for the Schnee's inspection tour, being dead on his feet because pre-mission jitters kept him from falling asleep would not go down well.

But after the clock ticked past one in the morning and he still remained wide awake, Jaune gave up trying. Sighing explosively, he tossed the covers off himself and went for a stroll through the darkened manor, hoping a walk would clear his mind.

Moonlight streaming in from the windows helped illuminate his path and make up for his lack of night vision. Somehow, the already cold and oppressive manor felt even more so in the darkness and Jaune shivered despite the heating.

As he wandered the hallways aimlessly, he couldn't decide if the Schnees were _Schnees_ because of the manor, or if the place was icy and foreboding because of them. Jaune could use so many terms to describe the grandiose mansion, but ironically, a home, wasn't one of them.

"Huh, someone else is awake?" Jaune whispered when he noticed light coming from around the corner. Bereft of anything better to do, he figured he might as well go check it out.

The illumination was coming from a small study room tucked away into a corner. And when Jaune popped his head in to see who was using it during the wee hours of the morning, his eyes widened a little when he found the youngest Schnee sitting hunched over the desk pouring over a massive tome, several other massive books of similar size were piled up haphazardly nearby.

"Who's there?" Whitley perked up and squinted into the darkness when the sound of Jaune's footfalls reached his ears.

"It's just me. You're up late, studying?" Jaune stepped into the light and greeted politely, wondering what kind of a person this particular Schnee was.

"Oh, Cadet Arc. Is… something the matter?" Whitley placed a bookmark to mark his page before closing the book and giving Jaune his full attention.

"Not really, was just wandering the halls. Everyone else is already asleep, I'm surprised you're still studying." Jaune said honestly.

"I'm going through every business strategy and decision the SDC has ever made in its history, both the ones that worked and the ones that didn't." Whitley explained, knitting his fingers together.

"…At this hour?" Jaune asked.

"As you can see, I have a lot to cover." Whitley gestured to the piles of books around him with a small wave.

"It's extra reading on top of my normal studies, but it's knowledge I'll need when I take over as head of the company. The sooner I can absorb all of this, the better."

"Uh. Isn't… isn't Weiss the heiress?" Jaune made an effort to not spit her name out but as soon as the question left his lips, he cursed himself for triggering the landmine.

'Open mouth, insert foot.' Jaune thought as Whitley's face darkened perceptibly at the touchy subject.

"She is. _For now_." Whitley bit out slowly, every word cutting deep. Jaune swore he heard teeth grinding together as the not-quite-heir continued speaking.

"But sooner or later, father will realise she is ill suited for the position. With Winter in the military, I'm the only option left. It's just a matter of time, and until that day comes, I'll continue preparing for it."

"You're certainly bitter about it." Jaune blurted out before he could think to stop himself. Jaune winced again at the blunt delivery but couldn't deny the observation. There was a hell of a lot of bitterness locked up inside the boy and he was practically radiating it.

Whitley's unblinking gaze caused Jaune to shuffle his feet uncomfortably. "I am not bitter Cadet Arc. I am simply telling the truth. Whatever my _dear sister_ says, she is unfit to lead the Schnee Dust Company. Even Winter would be a better match, she understands duty and responsibility, Weiss does not."

'Okay… the hell do I do now?' Jaune wracked his brain trying to come up with a way out of this awkward situation. Whitley was not what he was expecting of a Schnee and nothing in his training ever prepared him to deal with messy family politics.

'Uh… what would Qrow do?' He asked himself before immediately discarding the answers. Every single one of Qrow's possible 'solutions' involved one or both of them being too drunk to remember their problems.

'Uh… uh… damnit, strangers are just friends you haven't met yet right?' Jaune sucked in a deep breath before taking a page out of his mother's book instead.

"Right, uh… could you explain it to me then? Winter is kinda the only Schnee I know and even then it's mostly that she's a colleague of my mentor." Jaune said and pulled out an empty chair to sit in. He was probably poking his nose where it didn't belong but this was his mistake to fix and hopefully keep any bad blood from forming.

"What's to explain? Neither of my sisters want anything to do with the SDC. Winter ran off to the military as soon as she could, and however much Weiss says she wants to take over, her actions prove otherwise." Whitley sighed and shifted his books to better address Jaune.

"They… they do? I don't follow." Jaune's confusion only deepened with every word Whitley said.

"She insists on becoming a huntress." Whitley said, as though that explained everything. Jaune's confusion must have shown on his face because he started speaking again.

"Let me rephrase it Cadet Arc, what do you think the head of the SDC does?"

"Um, manage the company? I don't actually know." Jaune admitted after drawing a complete blank. He was training to be a huntsman, not a businessman, what did that have to do with any- oh.

"There's more to it than that, but yes. Training to become a huntress, devoting herself to her pointless combat skills instead of her studies. So she can kill a few Grimm, hold her own in a fight, how does any of that translate to running a business?" Whitley confirmed Jaune's train of thoughts.

"The SDC is more than just a company Cadet Arc, it's the main source of dust for practically the entire world. The other kingdoms may not like it, but they are reliant on us now, what we do, matters. And Weiss is unfit to lead, if she's in charge, she'll burn every bridge the SDC ever made and damn a lot of innocent people."

"She will?" Jaune asked.

"I heard about your encounter with my sister earlier." Whitley's words caused Jaune to wince again.

"The first thing she did was to insult you and then fight you, just based on some sense of superiority the name 'Schnee' gives her. What if you weren't a huntsman, what if you were a potential business partner, or an envoy from another kingdom?"

"Ah, that would be bad." Jaune muttered, he would admit to sharing a portion of the blame for the fiasco but Weiss wasn't exactly the most pleasant of people to interact with.

"Bad? You do know how to understate things. The SDC has enough enemies as it is, we don't need her adding anymore." Whitley shook his head in derision.

"Then of course there's choosing a huntress for a profession. I mean no offence Cadet Arc, but your profession has one of the lowest life expectancies out of any in Remnant. There's also the tiny matter of huntsmen and huntresses having to go on missions that may take weeks, possibly months. How is the SDC supposed to function with a head that is constantly in the field and is one bad day away from an early grave?"

"None taken. I've made peace with the fact I might not live to see another day, but I don't plan on dying anytime soon." Jaune shrugged in reply.

"Point is, she's unfit to lead the SDC, and every step she takes only pushes her further and further away from being worthy. It's… it's like a game to her, that taking over the SDC in inevitable no matter what she does. Too much hangs in the balance for the company to be trusted to someone who treats the responsibility like a… like a joke." Whitley's fists clenched and a tinge of red crept up his pale cheeks.

"I cannot and will not accept someone like _her_ leading the SDC when she doesn't even understand what that means. Sooner or later, father will come to see the same and then the duty will fall to me."

Whitley's bitter laughter was incredibly jarring and Jaune knew then and there he never wanted to hear such laughter from a child ever again. Children should be free to laugh and play, not… not be whatever Whitley was.

It was unnatural.

"Maybe I am bitter after all. Heh, I'm the only one interested in taking over the business but I'm just the spare. Some days I wonder what life would have been like if I wasn't born a Schnee, to be free from this burden and maybe have an actual family." Whitley spat out, negativity oozing off every syllable.

"Family? Uh but what about-"

"Cadet Arc, I understand you mean well. But there's no family to be had here." Whitley's smile was painfully broken.

"My father is almost always busy with work. My mother is still trying to find happiness at the bottom of a bottle. My oldest sister ran off to the army to get as far away from us as possible. My only other sister is a fool with a death wish. Some family, we're just strangers who share a name."

"Uh… there's Klein? He seems nice and I know he does care about all of you." Jaune was grasping at straws at this point but he was getting desperate. He was so far out of his depth it wasn't funny and none of his bombs could help him here.

"Klein is just a butler. He doesn't count as family… I think." Whitley said unsurely.

"Why not? If blood doesn't make family, then why should it stand in the way too?" Jaune asked.

"I… I guess so?"

"Family's a strange thing. Look at Qrow, he's a bit of an ass most of the time, but he's pretty much my uncle now. But ah… don't tell him that, he's head is big enough as it is, any bigger and he won't be able to walk straight without falling." Jaune lightly joked and he breathed a small sigh of relief when he saw Whitley's lips twitch upwards, the barest ghost of a smile there.

"I'll think about it Cadet Arc."

"Ah, just call me Jaune. It's getting even later now and I won't keep you any longer. But if you ever need a friend, I'm here." Jaune said, extending an offer of friendship to the Schnee.

"Friends…? Even though we're still strangers really?" Whitley raised an eyebrow as his own words rang hollow in his ears. After venting so much, could they be considered strangers anymore?

"Why not? My mom always said strangers are just friends you haven't met yet."

* * *

The armoured personnel carrier rumbled along the dirt road heading to the mines. Jacques had wanted to take his own personal limo as a show of wealth but somehow Qrow and Winter had managed to convince him to do otherwise.

Their little entourage had split into a little convoy of several vehicles containing the VIPs, their guards and several squads of AKs from the SDC's own security force.

Qrow had drawn the short straw as expected and got to enjoy the pleasant company of Jacques himself. Marrow was in last vehicle, grouped with the mechs. Jaune himself was seated with Weiss and Whitley in the middle, Winter had other assignments to deal with and Willow had predictably not bothered turning up.

"What's the matter with you?" Weiss frowned when Jaune's head thudded against the bulletproof window for the umpteenth time.

"Feeling every rock we hit. Ah god, are we there yet?" Jaune groaned as the bumpy ride caused his motion sickness to flare up again.

"You… you're motion sick!? Don't you dare throw up on us or I'll skewer you with Myrtenaster." Weiss threatened but backed up in fear anyways, just in case Mt Arc decided to blow.

"Sue me, motion sickness is a more common problem than people let on." Jaune wanted to snap back but the constant rumbling and shaking ripped away most of the bite.

"You sure you're okay Jaune?" Whitley asked.

"I'll be fine. Ugh… just let this end soon." Another wave of nausea assaulted the poor Arc and he groaned piteously.

"…This is the best Atlas could send? My hero." Weiss clapped sarcastically.

Just then, the APC came to a halt, forestalling Jaune's scathing reply and the breakout of another argument. "We've reached?"

"Not possible, it's too soon." Weiss replied, from past experience, the ride should have taken another hour at the very least.

"God damnit, lemme page Qrow." Jaune fumbled with his scroll for a bit and Qrow's annoyed expression filled the screen.

"We're stuck for a bit, a tree got knocked over during a storm or something. Got some lightning burns, bad luck is what it is. The AKs can do the heavy lifting and get it out of the way, until then, guess we're sitting tight." Qrow said and hung up once Jaune nodded.

"So guess you all heard that." Jaune said to the Schnees.

"Great, we're stuck. Just wonderful." Weiss threw her hands in the air in frustration.

"Can we stretch our legs for a bit?" Whitley asked.

"Not sure that's a good idea. There could be White Fang in the area." Jaune replied.

"Oh come on, how paranoid can you be? You heard him, it's just bad luck with a lightning strike." Weiss complained.

"Lightning strike or lightning dust? You have a target on your back so can you please not play with your own life so recklessly?" Jaune shot back.

"I can look after myself! I don't need you or anyone else locking me in some cage." Weiss snarled and flung open the doors, jumping out before Jaune could stop her.

"Bloody hell!" Jaune facepalmed hard before unbuckling his own seatbelts and hurrying to go after her.

"I did say she had a death wish." Whitley shrugged and looked out the open door, frowning when he saw something out of place.

"Hey, someone lost their bag over there. Under that bush." He pointed out a duffle bag hidden in the shrubbery. The dull green and brown coloured bag was almost perfectly camouflaged and would be perfectly invisible if it wasn't for a small shaft of sunlight poking through the canopy to illuminate the different texture.

Jaune blinked and his eyes snapped to the tree tops when he thought he saw a flash of white for a split second.

"Fuck!" Giving up trying to unstrap himself, Jaune tore his way free with aura enhanced strength.

"Stay here!" Jaune ordered before leaping out of the APC and slamming the door shut behind him, leaving a perplexed Whitley behind in the hopeful safety of the vehicle.

Weiss noted his emergence and glared in anger, then the next thing she knew, he was tackling her to the ground and shielding her with his own body.

"IED GET DOWN!"

Then the world erupted in a flash of light, sound and terrible, terrible heat.


	14. Chapter 14

Disclaimer, I do not own RWBY

**Chapter 13: Ill-fated**

Jaune coughed as wood chips and displaced soil rained down around them. A wave of heat washed over him when he lifted his head, the once pristine forest was now burning all around them.

Marrow and Qrow were sheltering by their respective APCs, exchanging fire with whoever was in the trees. Both of them were pinned down by the sheer volume of suppressive fire and unable to leave, especially with Qrow having to contend with Jacques at the same time.

Meanwhile, the Atlesian Knights that hadn't been scrapped when the bombs went off were milling about uselessly, their targeting systems unable to find anything to shoot at.

Qrow was yelling something but the distance and the ringing in Jaune's ears kept him from making out the words. Then a cough from Weiss dragged his attention away.

"Wha-what was that!?" she asked dazedly, still pinned beneath him.

"Ambush!" Jaune yelled back, her words dusting off the cobwebs in his head and kicking him into gear. Scrabbling to his feet and drawing Ascalon, looking for any sign of their attackers. The crackling of the flames and the firelight reflecting off the snow played merry hell with his senses and he almost missed it.

Another flash of white in the trees that wasn't snow, Jaune reacted instantly, firing his cannon at its general direction, filling the treetops with explosions, trying to smoke their hidden assassins out.

"Up damnit! Get up! We're sitting ducks out here!" Jaune yelled at the still dazed Schnee, swearing vehemently when retaliation came in the form of a hail of bullets. Switching Ascalon back to lance mode, he held it out as a makeshift shield and stood in front of Weiss, tanking as many of the hits as he could with his sizable aura reserves.

To her credit, Weiss snapped out of her daze quickly enough and her training kicked in. Rolling over and drawing Myrtenaster in one motion, she stabbed her rapier into the ground and a large glyph appeared in front of them. A wall of ice sprung up a split second later, granting them a brief reprieve from enemy fire.

"It won't hold for long. Who's attacking us?" Weiss asked curtly, Schnee discipline overriding any panic or fear.

"Does it matter? It's probably the Fang." Jaune hefted Ascalon and watched the spiderweb of cracks slowly expand across the ice wall as bullets continued burying themselves in it.

"Those terrorists? They dare!?" Weiss's mouth set in a thin line, grip on her weapon tightening as she glared at the trees.

"Clearly they do. Just… why are we still alive?" Jaune asked, his eyes sweeping the area again while the cracks in their icy shield continued grow. Something about the attack didn't sit right with him and unease ate at him from the inside.

"And what's that supposed to mean? Are you seriously asking why they haven't killed us yet!?" Weiss snapped, her Schnee veneer cracking slightly to allow some of her frustration through.

"They had us dead to rights. They could have hit us with mines, or more IEDs, get us before we could get out and fight them. And… they're still wasting ammo on your wall instead of fighting us. Why do that? We're missing something here."

"Aren't you giving them a bit too much credit? They're the ones crazy enough to attack an official SDC and Atlas convoy." Weiss muttered, checking her rapier's dust supplies and frowning slightly when she realised it was less than half full, having forgotten to refill it the night before.

"Crazy? Maybe. Stupid? Unlikely. They're planning something." Jaune replied.

He got his answer seconds later when an engine rumbled to life behind them. The two of them spun around to see their APC bearing down on top of them, seemingly intent to bulldoze the both of them.

"Move!" Weiss yelled and deployed a haste glyph under her feet, using the burst of speed to push both Jaune and herself out of the way in the nick of time. The armoured transport sped on through, barrelling through Weiss's ice wall and into the shrubbery itself.

"Who's driving that thing!?" Weiss exclaimed as she watched the APC carve a path through the underbrush before ducking when bullets started flying her way. Growling and stabbing Myrtenaster into the ground once more, she expended even more of her precious dust reserve summoning a new barrier for them.

"Not our driver." Jaune nodded at the prone form of their chauffer lying by the roadside, a groan of pain and some weak shuffling the only sign he was still among the living. Jaune tuned out the rest of the world and stared at the man, wondering what was wrong with the picture.

Then realisation hit him like a lightning bolt. "Aw fuck! Whitley's still in there! They got him!"

"What? Why would they-" Weiss begin but Jaune cut her off.

"Fuck! It's a kidnapping! I'm going after him!" Before Jaune could sprint off, Weiss grabbed his sleeve.

"I'm coming with you." Her tone brooked no argument. Jaune debated ordering her to stay for a few seconds before discarding that notion, she wouldn't listen anyways. Qrow would probably chew him out for allowing one VIP to get captured and then allowing the other to rush head first into danger but he was frankly out of options.

The APC was getting further and further away from them into enemy territory and there was no guarantee he would be able to retrieve Whitley and fight off enemy reinforcements at the same time. Weiss's presence provided an extra combatant and her glyphs could come in clutch with their versatility.

"Fine, if you're sure you can keep up. I'm not slowing." Jaune said at last.

"Can _you_?" Weiss challenged.

"Hn. Flashbang out." Jaune grunted in acknowledgement and tossed a flashbang over the ice wall. Once it went off in a blinding flash and incoming fire stopped, the two of them moved. A flick of Weiss's rapier shattered the ice wall and then she shot off along the path of destruction the APC left, multiple haste glyphs beneath her accelerating her forwards, elegance in motion.

Jaune himself preferred a more 'brute force' answer to the question of speed. Aiming Ascalon at the floor, Jaune leapt forwards and pulled the trigger, the cannon shell impacted solid earth and detonated with great force, the blast wave propelling Jaune forwards, granting an additional burst of speed and allowing him to keep pace with Weiss.

* * *

Whitley sat perfectly still, arms folded and head bowed. He did his best to maintain a stony façade even as nausea threatened to overwhelm him, the APC ride was jarring at best and akin to riding a bucking Grimm at its worst. On top of the bumpy ride, a fresh black eye smarted and the urge to reach up and rub it was strong indeed.

Still, Whitley refused to let it get to him, he couldn't afford to show weakness now.

Not when he was surrounded by several malevolent masked men with guns pointed at him. Grimm masks hid their identities and expressions from him completely and he had no idea what diabolical thoughts were running through their heads. Certainly nothing that bode well for him given their violent carjacking.

Good news, he wasn't dead yet. Bad news was, they were probably taking him to his execution now. Whitley allowed none of his internal panic or fear to show on his face, if these White Fang terrorists wanted to see a Schnee beg, they'd be sorely disappointed.

"Can't we-ow! Just bust a cap in him and leave? This Atlas piece of crap wasn't designed for us." One of his captors, a stag faunus or something complained. Antler stuck out the top of his head and every bump caused them to stab into the relatively low roof in a way that must have hurt.

"Suck it up. Our orders are clear, bring one of the Schnees back intact. Adam can handle the rest." Another faunus replied curtly.

"Heh. It'd probably be more merciful to off him now. Heheheheh…" Dark laughter from the stag faunus caused a pit of dread to settle in Whitley's stomach.

"You want to show mercy to a Schnee?"

"Hell no. Bout time they got what's coming to them."

More laughter and Whitley's mood dipped further. He perked up when their driver cursed vehemently.

"Oh fuck me, how the hell are they catching up to us!? What the hell are those yahoos doing!? Aren't they supposed to be stalling those Atlas pigs?" The faunus snarled in anger and slammed a fist down on the steering wheel.

"What are you talking about." Stag asked.

"One of those Atlas dogs and another of those damned Schnees are fucking chasing us man! Fuck! Can't this piece of crap move any faster!?" The driver yelled back.

"Just drive, we shouldn't be too far from the rest of our comrades now. Damn it, they should be here by now, where the hell are they!? Never mind, we'll deal with these bitches ourselves." Stag shouted before sliding the APC door back. Leaning out of it, he spotted Jaune and Weiss in hot pursuit instantly, the explosions and glowing glyphs impossible to miss. Raising his rifle, he opened fire on them immediately.

Whitley lowered his head further to hide his smirk, unable to keep from smiling when stag got more and more pissed off when his shots continued missing. Now, who would have guessed firing from a shaking vehicle at moving targets would lead to piss poor accuracy?

"Gah! They won't hold still! I can't hit them!" Stag yelled in frustration as his rifle clicked empty and he ejected the spent magazine. The next magazine was lost to the road as well when the APC rolled over a large boulder and the sudden jerk ripped the fresh mag free from his grip.

Whitley's grin only grew when more of his kidnappers failed to learn from Stag's example and followed suit in wasting their ammunition. A small part of him admitted there was always the chance one of them would get lucky with the sheer volume of fire they were putting out, but he chose to have faith that they wouldn't.

Jaune was probably the huntsmen in pursuit and the other Schnee… definitely Weiss. Whitley's smirk was replaced with a small frown at that realization. Their relationship was… distant at best and he wasn't sure what to feel knowing she was in pursuit. Gratitude maybe? His frown deepened when that word didn't fit the complicated mess that was his emotions.

Well, if he survived this, there would be time enough later to figure out the Schnee's messy family situation. Right now, he had to remain alert just in case the situation changed again and he needed to react accordingly.

* * *

"How many bullets do they have!?" Weiss shouted as another round zipped past her, close enough that it took off a few strands of hair from her pony tail.

"Too many. Does Whitley have his aura unlocked?" Jaune asked.

"What? No of course not. He doesn't want anything to do with huntsmen." Weiss replied.

"Shit. So much for flipping the APC to stop it." Jaune wracked his brains for another solution before the answer presented itself.

One of the White Fang kidnappers shooting at them was promptly ripped from the APC when his antlers finally became tangled in some low-lying branches. The audible crack of them snapping under the strain followed by a sickening crunch when his body's out of control tumble came to an abrupt halt courtesy of another tree brought a wince to Jaune's face.

Gritting his teeth, Jaune cast aside any thoughts of stopping to check on the man. It might be callous but Whitley's safety was the priority at the moment, the life of a terrorist trying to kill them was really not their concern. They reaped what they sowed and Jaune really couldn't dredge up any sympathy for people trying to murder them.

"Can you summon more ice to knock them loose? I can get inside the APC and deal with whoever else is inside after that." Jaune asked.

"I can, but… I can't use my haste glyphs while I'm doing that. And if it gets too far away I can't affect it anymore." Weiss bit her lip in consternation.

"So we get one shot. Do it, I'll make it count." Jaune said.

"You better." Weiss muttered before slowing to a halt and falling behind. Taking aim carefully with Myrtenaster and gauging the distance as best she could, she took a deep breath and activated her semblance with a wave of her weapon.

An arch made of ice just slightly larger than the vehicle sprung up right in front of the APC, too close for it to swerve out of the way or try to steamroll it. Unable to react in time, the APC drove straight through it, passing through harmlessly. The faunus sticking out of the doors on the other hand, they never had a prayer.

Screams of pain accompanied the sound of shattering ice and bone as the APC carried them forwards and rammed them into it. None of them saw it coming, too focused on shooting at Jaune and Weiss, and now they paid for it in full. With their sudden violent dislodging, enemy fire dropped to zero and Jaune was free to accelerate forwards

Weiss heaved a sigh of relief as her estimations proved correct. Letting the swell of pride die down, she focused again and started speeding forwards with her glyphs once more, trying to catch up to both the APC and Jaune.

"Hah, not bad, not bad at all." Jaune gave credit where credit was due, Weiss wasn't quite the dead weight he thought she'd be after all.

"My turn." Jaune fired Ascalon one more time, adjusting the aim to give him a larger boost to vertical momentum instead of horizontal. His rocket jump propelled him over the APC itself and he landed on the roof with a weighty thud. The driver noticed immediately and began swerving about recklessly, trying to throw his unwanted passenger off.

"Keh, not gonna be that easy." Jaune stowed his weapon away and knelt, grabbing hold of a ridge on the roof to keep from being thrown off. Once he was sure he had his balance, he gripped the edge of the still open door and swung himself inside.

"Freez-" The first thing Jaune noticed when he got inside was one last White Fang grunt shakily holding a pistol to Whitley's head. Unfortunately for the faunus, Jaune had no way of halting his own momentum.

Jaune's feet snapped up kicked his pistol away from Whitley even as the boy ducked away. The gun discharged and the bullet lodged in the ceiling harmlessly. Landing on an empty seat, Jaune glared murderously at the shocked faunus before grabbing him by the head and repeatedly introducing it to the driver's metal headrest.

"You! Don't! Hurt! Children! You! Bloody! Piece! Of! SHIT!" Punctuating every word with a slam, by the time Jaune was finished, the headrest was dented out of shape and the kidnapper's Grimm mask had shattered, revealing a bloody and bruised mug.

"GET OUT!" Jaune lifted his boot and slammed it into the terrorist's midsection, kicking him out the other door with every bit of force he had.

Ignoring the swearing from the driver, Jaune pulled out his knife from his boot and cut Whitley free from his seatbelts. Grabbing his pack, he retrieved one of his pepper sprays and ruptured the casing, tossing it over the seat into the driver's lap before it could go off.

"Jaune? What are you-wait, wait! WAIT!" Whitley's Schnee demeanour broke when Jaune grabbed him and picked him up under his arm a split second before tossing both of them out of the APC.

Whitley's world exploded in a riot of colours and for a moment he couldn't tell what was up and what was down as they went rolling, Jaune shielding him with his body and his pack from the painfully hard ground.

When the world stopped spinning and Whitley could think clearly again, he rose to his feet shakily and stared at the APC suddenly veering into a large tree and crashing. "What was…"

"I left him a present. Heh, glad I'm not the sucker who has to clean out the APC later, maybe they'll just scrap it." Jaune replied as he rummaged through his pack, making sure nothing was out of place and the White Fang didn't slip him any surprises of their own.

"Good, everything's here and no freebies. We gotta get back to Qrow and the others before any more surprises show up."

"Whitley! You're safe!" Weiss shouted upon catching up at last.

"You! Cadet! What the heck was that!? What were you thinking!? Jumping out of a moving vehicle with him like that!?" Weiss rounded on Jaune immediately, having seen his last manoeuvre and disapproving greatly.

"Better that than risking the APC flipping by fighting the damned driver. Would you relax? I have my landing strategies sorted out. I had it under control." Jaune fired back.

"Why are you here sister?" Whitley asked, halting their bickering before it could get started again.

"Why? What do you mean why?" Weiss frowned in confusion.

"You're my brother, of course I'd come rescue you." Her matter of fact statement only brought a small frown to Whitley's face.

"I… see? Thank you. Both of you." He said in a small voice.

Jaune opened his mouth to interject before it snapped shut. Ascalon deployed into lance mode and he slid into a combat stance, eyes scanning the foliage for enemies. Danger senses were spiking like crazy and his instincts were screaming at him to run.

"What? What is it?" Weiss looked up, having felt the sudden shift in the air as well. Myrtenaster shook in her grip as she was briefly overcome by a sudden bout of shivering.

"We're not safe yet… how much aura do you have left?" Jaune asked.

"…Not a lot." Weiss bitterly admitted.

"Enough to grab Whitley and run back to Qrow and Marrow?"

"…I think so."

"Do it. I'll stall pursuit."

Silence passed between them for a moment before she did as instructed, grabbing Whitley and sprinting back down the way they came, propelled by her glyphs.

Jaune watched them go before looking back to the trees. Nothing was attacking yet but the bad feeling was only growing in strength. Jaune smiled grimly and reloaded Ascalon, replenishing the shells he used for rocket jumping.

Slamming his lance into the ground shaft first, he stood his ground and yelled a challenge. "Come out! I know you're there!"

"**Come… out… I know… you're… there…"** A heavily distorted version of his own voice echoed back to him, making Jaune's skin crawl. It seemed to come from everywhere and nowhere at once, further unnerving him.

"What… the hell?" Jaune's fight or flight instincts were going haywire, every fibre of his being demanding he turn tail and run at once. Gritting his teeth, he shifted his stance slightly to ease his nerves, running was not an option, not if that meant… whatever the hell this was would go after the Schnees next.

Leaves rustled and Jaune's head swivelled to the disturbance. Something fell out of the tree tops and hit the dirt with a wet smack. Jaune glanced towards at and instantly regretted his decision.

"Oh… my… god…" Jaune's face scrunched up in disgust and the urge to retch rose in him. A mangled half-eaten corpse of an unfortunate White Fang member lay where it fell, bits and pieces of it had been chewed off and what remained was bloated and discoloured.

And the stench, that awful, awful stench. Jaune's eyes watered as it assaulted his senses, unable to stand it, he buried his face in the crook of his arm, taking shallow breaths through his mouth instead. Unbidden, he took a single step back from the grisly sight.

Then it appeared.

Inky, oily blackness dripped from the tree tops, hissing when it touched the ground and started to dissolve it. An 'arm' reached down from the leaves, stick-thin and far longer than was possible for a human or faunus, it dragged the rest of the thing's mishappen bulk into view.

Jaune found himself taking another step back as unbearable dread filled him, it took all of his willpower to not break and run at once. His grip on Ascalon was clammy and he could barely aim it straight at the thing with how much the lance was shaking in his grip.

The Grimm… if that's what it was, was something straight out of his worst nightmares. The air wavered as black miasma clung to it like a smoky haze. A hideous bastardisation of a huntsman's aura was the only phrase Jaune could use to describe it. Whatever it was, it seemed to distort the Grimm's features, making it nigh impossible to identify its features.

But what little he could make out inspired no confidence. Vaguely humanoid in shape, its proportions were all wrong. Impossibly thin, almost skeletal, stubby legs and arms longer than it was tall. Its black flesh was coated in the ivory armour plating sported by most Grimm, but it seemed to have actual living muscle tissue grafted onto it as well, it was from that the darkness continued to ooze out of.

But by far the most disturbing part of the Grimm was its head. Humanoid in shape, a cracked Grimm mask adorned it, and where its right eye should have been, a single giant crystal spike jutted out. Its toxic emerald glow illuminated the rest of its 'face', a horrifying collage of Grimm bone fragments surrounding a maw still dripping with the blood of its previous victim. And unlike most Grimm, no fangs or razor-sharp teeth lined it, nor was it oversized.

It was completely human in appearance.

"W-wha the hell are you?" Jaune whispered as he took another involuntary step back.

"**Wha… are… you?"** The Grimm's mouth clacked as it echoed Jaune's words back to him, then it widened in a terrifyingly grotesque rictus as it lunged.

"Fuck!" Jaune hurled himself out of the way of the abomination and ducked under its outstretched arms. His eyes widened when he saw one of its arms break a tree in half with a glancing blow.

Scrambling back to his feet, Jaune deployed his cannon and opened fire, adrenaline overpowering the dread weighing him down. Explosions and collapsing trees drowned out everything except the blood rushing through his ears.

"Come on! I got plenty of bombs for ya!" Jaune yelled and his aura flared to match his sudden burst of anger. Bit by bit he felt the dread recede as rage supplanted it.

"What the… oh. So _that's_ how it is."

When the Grimm burst out of the treeline and lunged at him again, Jaune fired a cannon shell right into its open maw before sidestepping the blind charge. The howl of anger and pain brought a grin to Jaune's face as he shook off the last vestiges of the Grimm's induced terror.

"Not so tough without messing with my head, eh!?" Jaune leapt backwards, away from the Grimm's flailing arms, putting distance between them before shooting again. He could feel the dread trying to creep back in with every second, but the heat of battle kept it at bay.

'This… this isn't that hard actually.' Jaune thought to himself as he sidestepped another lunge. He'd fought regular Beowolves with better tactical sense than this Grimm. Absurd strength in its limbs, absolutely disgusting appearance and a dread inducing aura, that was all it had going for it.

The beast only had one move, launch itself forwards with its arms and then flail about wildly trying to land a hit or deadly hug, almost like a child reaching for their parent. Easily countered with a sidestep and several cannon shells or grenades. Its childlike legs could barely support its weight or give it proper balance and it was constantly falling over itself in a mad attempt to reach Jaune.

'But my bombs aren't actually damaging it.' Jaune frowned as he hurled another grenade at the Grimm. When it exploded, the Grimm was thrown back and roared in anguish again. But, physically it was completely unscathed, not even a scratch on its armour.

If not for its appearance and its freakish durability, it would have been pretty comedic honestly. Still, Jaune knew better than to let down his guard because something looked easy. he kept up the farce for a little longer until he was sure the Grimm had no more surprises to reveal before switching Ascalon to lance mode.

His explosives didn't seem to be working well, but maybe the ol stab them until they die technique would work. As the Grimm readied another lunge, Jaune lowered his stance and braced himself, holding Ascalon out, lance tip pointed right at the beast.

Pumping aura into Ascalon to reinforce it, Jaune tightened his grip and watched the Grimm push off the ground, rocketing forwards with incredible velocity. He held his breath as the distance between them shrunk, waiting for the Grimm to impale itself on his lance and hopefully kill itself.

Ten metres… five metres… two… one… im..pact?

Ascalon met no resistance as the Grimm struck it, and passed right through the lance head… and Jaune himself.

"WHAT THE!? WHA-WHAT THE HELL!? WHAT THE HELL!?" Jaune dropped Ascalon in shock and grabbed at his own body, checking himself while hyperventilating. The Grimm had gone right through him like it wasn't there at all, like it was just an illusion, only the slightest breeze marked its passing.

Jaune spun around, searching for where the Grimm landed. Only, it wasn't there, it was nowhere to be found at all. Even after spinning around enough times to make himself dizzy, he couldn't spot the Grimm hiding anywhere, it had just vanished into nothingness.

Struggling to get his breathing back under control, Jaune staggered on the spot before kneeling to pick up his fallen weapon. "What was that? A-an illusion?"

He discarded that line of thought immediately. The battle damage surrounding him was real, the splintered trees and divots in the ground caused by the Grimm's arms had not vanished.

And the dismembered White Fang corpse was still lying there at the foot of a tree.

"Gotta… gotta get back to Qrow… need to… need to tell him about… about this. A-and White Fang a-attack, gotta help them." Jaune whispered to himself, seeking to calm his frayed nerves.

"**Help…" **Jaune's spin tingled as the echo came again. Swinging back around, Jaune levelled Ascalon and swept it in a wide arc.

Nothing.

Nothing at all.

"**Me…"**

Jaune broke and ran.

* * *

Jaune stabbed Ascalon into the dirt and clung onto it for support, his breathing came in ragged gasps and his muscles burned from the exertion. He'd sprinted until the fire in his legs meant he could sprint no more.

Sweat dripped from his face as he looked back. No sign of pursuit by the Grimm or whatever the heck it was. None of that artificially induced dread plaguing him either, just his own fried nerves and pounding heart.

"What the bloody hell was that thing?" Jaune asked and wiped away the sweat on his brow. No answer was forthcoming, and he had more problems to worry about. Footsteps and angry voices approaching signalled he was about to have company again.

"Here we go again." Jaune growled and drew himself up, holding Ascalon at the ready and suffusing his body with aura to hasten his recovery.

"Where the hell's our backup!? How'd those Schnees get back!?" A voice complained.

"Fuck if I know, let's just get the fuck out of here before Corvus kills us all." Another replied.

Jaune heard enough, reaching into his pack, he retrieved another spray and ruptured it as well, tossing it in the direction of the voices. The White Fang on the other end never had a prayer, as soon as the burst through the trees, they were greeted by a cloud of noxious fumes.

Screams of agony echoed into the heavens as they dropped to the ground clawing at their faces. Jaune watched them flop about dispassionately, too drained to feel any triumph. Retrieving a fire dust crystal, he debated tossing it at them too to completely deplete their aura and neutralise any possible threat from them.

That decision was taken out of his hands when a shot came out of the trees and struck the crystal directly, detonating it and coating him in flames.

"Gah!" Jaune's aura flared from the sudden damage before he slapped out the fires on his coat. Once the last of the flames had died off, he turned and glared at the straggler responsible for shooting the dust crystal in hand.

Opening his mouth to demand their immediate surrender, the words died in his throat and he froze in place. The White Fang member opposite him did the same upon getting a good look at him.

"Y-you… why… why do you have that?" Jaune asked, unblinking gaze fixed firmly on a familiar weapon in their hands.

"ANSWER ME!" He roared, desperation bleeding into his voice.

Silence reigned supreme between them, then the White Fang member slowly reached up to her mask and removed it.

"Hello Jaune. This is… not the way I thought we'd meet again. When I saw Qrow protecting Jacques with that other Atlas student, I was really hoping you wouldn't be here." Ilia smiled sadly and lowered her mask.

"Ilia. Why? Why are you with the Fang!? What the hell is the meaning of this!?" Jaune demanded answers, a broken expression on his face.

"To make a difference. To make a better world for the faunus." Ilia said, steel in her voice.

"Make a… ILIA! The White Fang are terrorists!" Jaune protested.

"They're murderers for fucks sake! They kill SDC personnel all the time! What about your parents!?"

Ilia's face hardened and a brief flicker of grief flashed across her face before she wiped it away. "The White Fang didn't murder my parents, the SDC did."

"What!?" Jaune recoiled in shock, not expecting that bomb.

"How!? Why!? I thought-"

"That they were dust researchers? I lied Jaune. I lied." Ilia answered, her skin tone shifting through a multitude of colours before returning to its default.

"You… you're…"

"A faunus. Yes. I didn't… I didn't mean to hide it from you. M-my parents… they were miners for the SDC, when I could pass as human, they had me pretend to _be_ one, so I wouldn't have to put up with the discrimination. So I could be _normal._" Ilia admitted.

"Heh, well that ship has sailed. You know, I was so damned happy that we didn't live in the faunus district when the incursion happened. That we didn't have to go through that. Fat lot of good it did." Broken laughter emanated from Ilia.

"So much damage to the city, all that repair work. Well, repairs need dust, that means more mining and more profit for the SDC. Safety regulations? Who needs those? Miners are just disposable right? Who cares if a few die because a few checks were missed? Just dirty faunus, no one will miss them…" Ilia's smile was brittle and her laughter a hollow, depressing sound. Reaching up, she wiped away her tears before turning back to Jaune.

"They said it was an accident. An unstable dust crystal dropped by a careless miner, explosion caused a chain reaction that collapsed a section of the mine. Th-they never came back."

More broken laughter.

"Oh. The SDC made _compensation_ of course. Ten thousand lien, _ten thousand_ measly lien in exchange for mom and dad. Our lives are worthless Jaune! Do you know what that's like!?" Ilia roared, pure fury in her voice.

"Atlas was built on the foundation of faunus suffering! Progress at OUR expense! We bled and died for this kingdom! And do we get in exchange? Hahahhaha…" The both of them knew the answer to that question and Jaune's heart sank.

"Nothing has changed! And nothing will. Unless we make it. By force." Ilia finished in a low whisper.

"So you joined the Fang." Jaune stated.

"Yes. My story isn't unique you know. Hundreds… thousands of others like me. Many more even worse off. Jensen was right, right about so much. I can't… I can't wait for him to push change through, not when every day leads to more Ilia Amitolas appearing. Too little, too late." Ilia replied.

"Joining the White Fang isn't the answer! They're just making everything worse! Look at this attack! What does this even help!? It's just more needless pain and suffering!" Jaune protested again, trying to get Ilia to see sense.

"Maybe things have to get worse before they can get better! And needless? How much pain and suffering have the Schnees put out into the world in the name of _profit_, huh!? You can call us terrorists Jaune, but we're fighting for a better world. The Schnees you protect? What do they fight for? More money? Oh wait, they don't fight! They get people like you to do it for them! How many have died just so they can pad their bottom line!?" Ilia fired back.

"Alright! So Jacques is an asshole, what do the rest of them have to do with it. Weiss is a bitch but she's trying to become a huntress to help others. A-and Whitley's just a fucking child! He's not even the heir! How does killing him help anything!?" Jaune's shout caused Ilia to take a step back, a small crack in her expression.

"K-kill? We're not killing anyone. Just hold them ransom until Jacques concede and change things." She said unsurely.

"Is that what they told you? _You_ hit us with an IED that would have killed Weiss if I didn't interfere. And Whitley? Maybe they won't kill him immediately, but how long before the Fang starts sending body parts in the mail until Jacques caves? I found one of _your_ men holding a gun to a child's head, safety off, you tell me, what am I supposed to believe?"

"I… I… it… it doesn't matter! My path is set Jaune. Maybe this road leads to hell too, but I cannot stand by and do nothing anymore. Mom and dad were stolen from me because of one man's greed, and he got away with it with paying less than pocket change." Ilia spat bitterly.

"I don't want the money, I just want them back… but that's impossible isn't it!? The system is corrupt, there is no justice in it anymore, never was to begin with. For a future where no more Ilia Amitolas will appear… I'll place my bet on the White Fang." She gave her old friend a watery smile.

"Goodbye Jaune." An aura powered jump carried her into the tree tops. Her skin colour shifted to match her surroundings and she became practically invisible with her camouflage uniform as she bounded away.

And before Jaune could give pursuit, she tossed him a farewell present. A single flashbang that caught him off guard, blinding and disorienting him long enough for her to get away.

"Ilia! ILIA!" Jaune shouted, and blindly charged in the same direction she went, desperately trying to blink away the spots in his vision and keep her in view.

"Come back…" His blind sprint slowed to a halt as he lost track of her.

Slowly, he sank to his knees and hunched over. Hot tears burned trails down his cheeks before dripping into the white snow. Balling his hands into fists, he began punching the ground repeatedly. "Fuck! Fuck! FFFFFUUUUUCCCCKKKK!"

Slowly, the anger bled away as well, leaving only a deep-seated sadness behind. Jaune remained kneeling there, sobbing quietly. He didn't move even when more footsteps arrived.

"Ah Arc! There you are, nice work with those chumps back there but what the hell were you thin…" Qrow cut himself off when he got a better look at Jaune's current state. His reprimand for dragging Weiss into danger went unsaid as concern for his student took over.

"Hey, kid, you… alright? What happened?" Qrow knelt beside Jaune and placed a comforting hand on his shoulder.

"So much… so, so much…" Jaune managed to get out.

"The Schnee girl… she said you stayed behind to fight something. Did it go bad? It wasn't the Fang, was it?" Qrow asked.

"Just… saw someone I used to know." Jaune choked out.

"Huh?"

"Couldn't do anything. Couldn't do anything at all!" Jaune punched the ground again and broke down crying again, leaving Qrow to watch over his pupil worriedly.

* * *

Author's note: Yes, Jaune's current solution to the speed issue is rocket jumping. And this chapter, hoo boy this was hard to write. Lucky number 13 right?


	15. Chapter 15

Disclaimer, I do not own RWBY

**Chapter 14: Dark tidings**

"Winner Jaune Arc! Enough! Get off him! NOW!" The words sounded so distant, barely registering in Jaune's mind, the rushing in his ears almost overwhelming them completely.

Jaune grit his teeth and forced his fingers to unclench, letting go of his opponent's crumpled collar and allowing the unresisting student to collapse back onto the ground. His other fist remained raised in the air as he got off and staggered backwards.

"By the gods, what did you do to him?" The combat professor knelt next to Jaune's victim, checking the wounded student over and wincing at the sheer damage Jaune's fists inflicted to the teen's face. Swollen and bloody, he was a fortunately or unfortunately still living reminder of why getting knocked off your feet in battle was a bad idea.

As soon as the fight started, Jaune had simply rocket jumped forwards and used his momentum to knock him over. Straddling his opponent, Jaune continued raining blows with his bare hands until his opponent's aura shattered and then some, a brutal one-sided beating.

"He needs to get to the infirmary." The professor muttered.

"I'll-"

"You've done quite enough Cadet Arc. I don't know what the hell has gotten into you recently, but I will not stand for this. You will not fight in my class anymore until you sort yourself out." The professor snapped, cutting Jaune off.

"I have to see to this, rest of you, dismissed." The professor dismissed the rest of the class before helping the wounded student hobble off to the infirmary.

As the rest of the class filed out, they gave Jaune a larger berth than normal. Jaune himself remained standing where he was, lost in thought, only snapping out when a cough came from next to him.

"So. Mind telling me what that was all about Jaune?" Marrow asked.

"…"

"Okay, keep your secrets then. Come on, I think the firing range should be open at this time, let's go blow some target dummies up." Marrow shrugged and began pushing Jaune towards the door.

"I don't think that's going to help much." Jaune said drily.

"Maybe not, but it might take your mind off things for a bit." Marrow replied.

"I'm fine." Jaune insisted.

"Hmmph! And I'm the king of Vale." Marrow deadpanned.

"Ahhrg, I'm not good at this kind of thing. I thought I'd let you try to work it out yourself but yeah, not the best idea I've ever had." Marrow shook his head and glanced at Jaune's bloody fists with a pointed look.

"I'm… haaah… it's just…"

"Yes…?" Marrow prompted.

"…He called you a mutt." Jaune said at last and Marrow paused in his steps.

"I see. I'm touched and grateful, but racism is not an excuse to beat someone into the ground like that. That's White Fang thinking and that's not who we are." Marrow said gently, noting the flash of something dark in Jaune's eyes at the mention of the terrorist group.

"Something happened on that mission with the Schnees, didn't it? It's more than just that strange Grimm you encountered." Marrow's words were more a statement than a question.

"I… how do you deal with it? How do you deal with watching a… a friend go down a dark road that you can't pull them back from?" Jaune asked.

"Ah." Marrow's face contorted in a frown, sadness visible in it.

"I'll… I'll get back to you on that once I figure it out myself."

Jaune looked up, not expecting Marrow to commiserate before shaking his head. Of course Marrow would, how couldn't he?

"So, someone you used to know went and joined the Fang huh?" Marrow said, having pieced it together, the small nod from Jaune only served to confirm it.

"They were there too, weren't they?"

"Yea." Jaune closed his eyes, then slammed a fist into the wall hard enough to put a crack in it.

"Have they hurt anyone?" Marrow's question caused Jaune's eyes to snap open in shock.

"NO! Of course not! She would never… she would never…" He trailed off.

"Then there's still hope." Marrow said.

"Huh?"

"Atlas military considers the White Fang a terrorist organisation, but their legal status is a lot murkier than most believe. _Technically_, they're still considered an 'activist' group, albeit one plagued with militant extremists. Joining them, _isn't_ actually illegal, as long as you can pull her back before she crosses the line, the issue can be settled quietly." Marrow explained, and Jaune's expression filled with hope for a moment before it grew dark again.

"But how do I do that? She won't leave on her own and I don't know how to convince her." The despair in Jaune's tone was palpable.

"Why'd she join? That's a good place to start looking into." Marrow replied.

"SDC mine collapse killed her parents. They gave her ten thousand lien as compensation." Jaune said in a dead tone, causing Marrow to wince.

"Ah… fuck."

"How do I fix that? She's convinced society places no value on faunus lives, that progress is made at their expense. Is she wrong? How do I fix _any_ of that!?" Jaune punched the wall again, putting another crack into it.

"I wish I had the answers for you Jaune, I really do." Marrow sighed heavily. Become a huntsman, earn a living by killing Grimm, arresting criminals and helping people, it was supposed to simple. Lately, it had been anything but.

"Look, it's too early to give up. There's still time to pull her back. And even if looks bad, outside the box is your forte, I don't know what I can do, but if you need me, I'm here." Marrow rested a hand on Jaune's shoulder, getting the younger student to grunt in response.

Deep-seated societal issues weren't what he signed up for, but for better or for worse, Jaune was his team now, and he wasn't about to let another team walk off into hell without him.

* * *

"Things are proceeding smoothly. I dare say the first operational chassis will be done by year's end." Jensen leafed through several reports as he delivered the scheduled update to Ironwood.

"Good, good. That's the first piece of good news I've heard all day." The general muttered and reached for his triple espresso.

"What about weapon systems? Will they be ready in time?"

Jensen lowered the papers in hand to stare at Ironwood, the glare transmitting through his pitch-black sunglasses. "Penny isn't a weapon, and she'll never be one."

"I never said she would be. It's her choice on the matter." Ironwood denied.

"Sure, and installing weapons into her isn't going to imply she should become part of the military?" Jensen challenged.

"Don't give me that crap Jensen, you and I both know it's ultimately irrelevant. Penny's core is the only thing that matters, if she wants to be Pietro's civilian daughter then she can be given a body that isn't armed. The P.E.N.N.Y. project has already succeeded in its original scope, creation of artificial huntsmen and huntresses isn't a pipe dream anymore. Just because she might not want to be military doesn't mean her successors won't." Ironwood replied.

"I still think you're pushing too far too fast." Jensen said in an even tone.

"Yes well, I'd much prefer P.E.N.N.Y. becoming the new face of Atlas instead of the Paladins. That incident with Watts aside, I'd rather Schnee's head not get any bigger. Fucking anti-monopoly laws, to be hit with them by the _SDC_ itself, what a world we live in." Ironwood grimaced.

"Say what you want about Jacques, business is his domain, and the SDC has no shortage of lawyers hunting for loopholes to exploit." Jensen shrugged.

"Schwartz Industries is big, probably too big for my own good at times too, having me supply Atlas with all its weapons and tech isn't a good idea either. I'm not going to be here forever after all, putting all your eggs in one basket is suicidal. Jacques is a necessary evil."

"Doesn't mean I have to like it. Having Penny become a huntress would be the best outcome of course, but I'm not going to force the issue. Heh, I've been a soldier long enough to know people perform poorly when ordered to do something they'd rather not." Ironwood muttered.

Any further discussion was cut off when the door slammed open and an irate Qrow stormed in. The veteran huntsman looked like crap and the stench of cheap booze clung to him.

"You've been drinking again?" Ironwood frowned at the sight.

"Actually, no. Just my semblance acting up again." Qrow replied, not wanting to go into detail about how his day had been ruined by a truck, a runaway keg of beer, two spoons and a window.

"Anyways, I got bad news and bad news, which do you want first."

"God damn it." Ironwood sighed and drained the rest of his mug.

"Whichever one leaves us less depressed thank you." Jensen answered for him.

"Well, the White Fang have been growing exponentially recently to absolutely no one's surprise. A lot of ill will against Atlas is festering. As if that clusterfuck bombardment of the faunus district wasn't enough, we got a lot of people trying to cash in on misery lately. A few names come to mind." Qrow grit his teeth in frustration.

"Guess this is about the latest collapsed mine? SDC already crucified their chosen scapegoat. They've washed their hands as it were." Jensen growled out.

"Oh it's more than that. You know how the bombing destroyed a lot of homes? Yeah well, as it turns out, those faunus who lost them aren't entitled to new ones, so we got ourselves a little housing crisis too." Qrow said.

"What." Ironwood and Jensen said at the same time.

"Oh yeah, so those insurance pay outs and compensation from the government? Yeah, all in cash. To be used to secure a new home, sounds good in theory, right? Hahahah… not if developers decide to mark up the price for the rebuilt buildings. Renting, buying elsewhere, well it's a seller's market too, isn't it? Fucking free market, am I right?" Qrow laughed mirthlessly.

"How did we miss this?" Jensen pinched the bridge of his nose. Ironwood said nothing, the man was too busy introducing his forehead to his desk repeatedly.

"Desperation attracts vultures. I went and checked with my contacts, supposedly all of it is legal because the council never passed any law against such exploitation. So the two of you better get off your asses and do something about it fast or we're gonna have White Fang knocking at our doors before too long." Qrow hissed.

"Alright, next council meeting is in three days, we'll look into it there." Jensen sighed unhappily.

"If that's supposed to be the less depressing one, what else you got." Ironwood groaned without lifting his head from his desk.

"Another mystery Grimm attack, or two actually. First one a forager from one of the frontier villages, girl ran into a quote unquote shadow demon with a green crystal in its eye and a dozen limbs, got mauled a bit but managed to get away. Second was a travelling huntsman from Mistral, from what I can gather, he engaged the Grimm several hours after the first encounter. Fought like hell, but the thing ate his bullets and only vanished into thin air when he punched it in desperation." Qrow answered.

"Immune to bullets, but disappearing with a single punch? Nothing about this Grimm makes sense. What did the huntsman say it looked like?" Ironwood asked.

"A twisted cross between an Ursa and a Sphinx, with a cracked mask and green crystal of course." Qrow folded his arms and leant against the wall.

"Again. How does it have a different form in every report of it? The only constant is the cracked mask and crystal. This doesn't make sense at all." Jensen said.

"There's more isn't there." Ironwood said when he noticed Qrow's thin smile.

"I plotted out the attacks on a map. Included Jaune's encounter and the latest two. Thing's following a set path, not just tracing the roads. Can't be sure but right now, estimated destination is the town of Nebel, there's no more human settlements beyond that and-"

"It's a Grimm, a strange one but a Grimm all the same, aren't you looking too much into it?" Jensen interrupted.

"It's not like any Grimm we've ever heard off. It doesn't look like one, doesn't behave like one, doesn't fight like one, so far we're drawing blanks, maybe it's time to look at things from a different angle." Qrow replied.

"Assume it has human intelligence or something?" Jensen queried.

"Or something." Qrow exchanged a glance with Ironwood, the same name springing to their minds.

"In any case, I'll continue looking and head to Nebel, warn them about a potential Grimm threat and prepare for evacuation if necessary. You two settle the situation here please? I can only be in so many places at once."

* * *

"You have a lot of anger in you."

Ilia paused her training and looked up from the smoking wreckage that used to be a full complement of training mechs. Her eyes widened when she noticed Sienna Khan standing in the training hall's doorway.

"L-lady Sienna, I didn't hear you come in!" Ilia stammered and bowed to the supreme leader of the White Fang.

"None of that thank you, I'm fighting for equality for all faunus, having others bow down to me goes against that ideal." Sienna shook her head and strode into the room, surveying the wreckage Ilia left behind.

"You've been at this for a while." She said.

"I… I was just blowing off some steam Ma'am." Ilia admitted.

"Just Sienna will be fine. Hmm, you were on that failed mission to capture the Schnees weren't you?" Sienna asked.

Ilia nodded and remained silent, not trusting herself to speak at the moment.

"The operation's failure was a pity, but don't blame yourself for it. We were expecting standard SDC security, not Corvus himself to be present. I don't think even Adam himself could have salvaged that mission." Sienna sighed, the mission's failure had cost the White Fang more than she wanted to admit.

Besides all those in the advance unit who were killed in battle or arrested, the entire reinforcement cum extraction team had been wiped out to the last man. Some kind of Grimm attack knocked their bullhead out of the sky and erased the survivors shortly afterwards. A confusing comms log involving a lot of screaming was the only clue they had as to what ill fate greeted them.

"I… um… Sienna? What would have happened if we successfully captured one of the Schnees?" Ilia asked hesitantly.

"That depends on which Schnee it is. Jacques dies no matter what." Sienna replied easily.

"And his children?"

"Bargaining chips. As long as we have them, the SDC will have no choice but to accede to our demands… or else." Sienna said.

"Or… else?" Ilia whispered quietly.

"It doesn't matter right now, they managed to escape our grasp thanks to unforeseen circumstances, but their luck won't last forever. The faunus will be liberated from their oppression one way or another, freedom has always been expensive." Sienna replied.

_But you're not the only ones paying the price, are you? Murderers and terrorists… that's the road you chose?_

The words echoed in her mind, sounding an awful lot like Jaune. Shaking her head to ward off her own doubts, she sucked in a deep breath to steel herself. For a better future, this was the only way.

"You disagree?" Sienna raised an eyebrow, having noticed Ilia's headshake and misconstruing it.

"No! No, of course not, it's just… I wish there was a better way, one that doesn't involve so much… violence." Ilia admitted and Sienna offered a sympathetic smile.

"You remind me of an old friend. I wish there was one too, but peaceful methods just don't work. Boycotts? There are enough humans to mitigate the loss of faunus customers. Protests? We're ignored at best and forcefully dispersed at worst. Legal recourse? If we're not stonewalled by uninterested or corrupt courts, we're given a token display of 'punishment' on a scapegoat and the status quo remains." Sienna finished in a growl.

"Adam Taurus joined the White Fang as a child, in search of justice did you know that?"

Ilia perked up at the unexpected tidbit. "No, I did not."

"He was born and raised in an SDC mine, _free labour_ for the company." Sienna's lips curled in disgust.

"And what was his reward for slaving for the SDC? To be branded across the eye with the symbol of oppression forever, robbing him of half his light." Sienna turned to a horrified Ilia, pure unchecked fury in her eyes.

"You'd think it'd be an open and shut case against the SDC, wouldn't you? How could they possibly escape justice with the evidence literally seared onto a child's face for all to see?" Sienna chuckled darkly.

"But escape they did. Pinned the blame on the foreman and threw him under the bus, fired a couple of executives too. Sure, they paid a _big_ fine for gross negligence and misconduct, but where do you think that money went? Considering I found him starving on the streets, I can definitely tell you where it _didn't_ go."

"That's… that's… horrible." Ilia said at last.

"Isn't it? When I found him that day, I suppose that was the moment I lost faith in Ghira's methods. Much as I wish it wasn't the case, peace was… never an option." Sienna shook her head in disappointment.

"Why? Why are things like this?" Ilia shuffled on the spot uncomfortably, eyes fixed firmly on the floor.

"Power, it's always been about power." Sienna answered, getting Ilia to look at her.

"Humans… the SDC… they have power, the faunus don't. It's as simple as that. Those with power aren't too keen on listening to those without. Why should they have to? Who's going to force them to? No one, no one at all."

"And that's where we come in?" Ilia asked, receiving a nod back.

"Yes. If humans wish to see us as little more than beasts, then they should beware our fangs. We continue to grow in strength and sooner or later they'll be forced to the negotiating table. Yes, it's a long and difficult road, and many of our comrades won't live to see the day equality arrives, but there's just no other way." Sienna said.

"I just wish that wasn't the case." Ilia sighed.

"So do I, so do I… but there's no victory without sacrifice." Sienna reaffirmed.

_More needless pain and suffering, what does this even help Ilia? What kind of a better world can your bloodstained hands create?_

"Go away Jaune, this is the only path left. I'm not wrong. I'm not…" Ilia whispered to herself.

* * *

"No, too much wind dust in the mix, that'll create a small firestorm instead of a fire dust fragmentation grenade." Jaune corrected Whitley's numbers and the youngest Schnee frowned at his designs.

"That… doesn't make sense. According to the numbers, this should be the optimal mix." Whitley said after double checking his data.

"Numbers you have are the average yield, right? Theory says yes, but in practice it usually doesn't work out." Jaune replied.

"Why?"

"Many reasons. Impurities in the dust itself, timing issues regarding which crystal blows first, heck even dust of the same grade might have slightly different output, add all of that up and theory breaks down in reality." Jaune retrieved several small dust crystals and wrapped them in some spare cloth.

Feeding aura into the mix to trigger it, he tossed it into the air. Whitley flinched, expecting a sudden explosion, but none greeted them. The mixture simply burst into flames for a split second before they were snuffed out by a gust of wind. The subsequent breeze that greeted them wasn't even warm. "Case in point. Theory says that was a boom, reality says no because the wind dust snuffed it out instead of amplifying it."

"…My studies are lacking." Whitley muttered as he stared at his notes, considering just balling them up and tossing them in the trash.

"Eh, it's not really common knowledge, not significant enough to be, it's not like you can notice something like this in day to day life, I only found out because I work with explosives. I assume researchers and academics would know more, but all I have is field experience." Jaune shrugged and inspected an ice dust crystal, searching for imperfections in the mineral.

A frown marred Jaune's face as he stared into the crystal, his thoughts drifting towards where it came from and then inevitably returning to Ilia.

"…une… Jaune!" Jaune snapped out of his reverie when he realised Whitley was calling his name.

"Sorry, spaced out for a moment there. What were you saying?" He apologised, plastering a fake smile on his face to hide his frown.

"I was asking if you've noticed anywhere else dust theory breaks down. But something's bothering you, Weiss has the better fake smile by the way." Whitley said, throwing in the last bit as an afterthought.

Jaune's eyebrow started twitching at being compared to the Schnee heiress he still couldn't stand, but he let it slide. "Yeah… I was just thinking about the mine collapse."

"Oh." Whitley had a complicated expression on his face as he recalled the incident, most of his knowledge about it coming from his father's angry complaints spilling from his office or at the dinner table.

"Il-one of the White Fang I ran into on that inspection tour. They lost their family in that incident, then compensation to the tune of ten thousand lien." Jaune grimaced as he spoke.

"I… I'm sorry." Whitley apologised and Jaune shook his head.

"Not your fault. I just… how did it even happen?" Jaune's fist clenched tightly enough his knuckles were white.

"The manager on duty was trying to curry favour for a promotion by increasing output. Doubled the workers per shift but there wasn't enough equipment to go around, instead of transporting the dust in special cases, he had the miners transport raw unstable dust by hand. The rest is history." Whitley closed his eyes as he spoke.

"And the compensation… I'm sorry. That was the amount stipulated in their contracts and…" He trailed off and looked away in shame, to call the handling of the matter insensitive was an understatement. Some days, the name Schnee was not one to wear with pride.

"Again, not your fault. Nothing you could have done anyways." Jaune sighed.

"I promise you Jaune, when I take over the SDC eventually, I'll turn the company culture around. Lives are not disposable." Whitley promised.

"I believe you." Jaune said.

_And? How much suffering before he takes over? How many more Ilias will the world see? How long must we wait for change?_

Ilia's voice haunted him and Jaune grit his teeth before looking at Whitley. 'I can't fix the world, but maybe I can try patching things until someone else can.'

"Is there no way to render raw dust inert? Keep it from activating until its been processed?" Jaune asked.

"Not that I know of. I don't think the SDC has ever done any research on this but I might be wrong, I will look into it." Whitley answered.

"I see… if I wanted to learn more about dust, where would I go?" Jaune fired off the next question.

"Umm, I know the SDC labs would have research files. I can get you whatever's not classified… I think." Whitley said unsurely.

"If you could, I'd appreciate it a lot. I have to learn more, I have to learn so much more." Jaune's eyes narrowed in determination. Ilia gave him his foundations in dust knowledge, now it was up to him to continue building on it, he'd see this road to the end even if it killed him.

* * *

Author's notes: Not a lot of comedy planned for this arc I'm afraid.


	16. Chapter 16

Disclaimer, I do not own RWBY

**Chapter 15: Mist**

Marrow jolted awake as a frigid blast of air hit him in the face. A small groan escaped as his body caught up with his uncomfortable choice of sleeping arrangements. Pins and needles assaulted the right side of his body after sleeping on it for who knows how long and his cheek had gone completely numb from being pressed into the freezing cobblestone floor.

"Ah my head! Damnit, where the hell am I?" Marrow hissed in pain as a severe migraine assaulted it. Sitting up slowly and cradling his head in his arms, he winced as the light stung his sensitive eyes. Blinking away the bleariness, he looked around in confusion.

Instead of his bed, he'd woken up hugging Fetch in the middle of an empty street with heavy mist blanketing everything. Cars lined the deserted sidewalks and quaint little houses made up the rest of the picture.

"This… this isn't Atlas. Hey! If this is someone's idea of a practical joke, it's not funny! Hello!? Anybody!?" The seconds ticked by and Marrow received only silence as an answer.

"…Something's not right." Marrow frowned and surveyed his surroundings again. Not a peep to be heard anywhere at all, no shouts for him to shut up, no laughter from unseen pranksters, nothing. And when he strained his ears, he realised he couldn't pick out any signs of life at all, no engines running, no muted voices of families relaxing, no footsteps, nothing at all.

Mouth set in a thin line, he turned his attention towards inspecting himself. To his confusion, he wasn't in Atlas academy uniform or even his pajamas, instead he was wearing an ill-fitting Atlesian lieutenant's uniform.

"Uh oh. Where did this come from?" Marrow muttered and shifted the stolen uniform to fit better. Like the town itself, his mind was shrouded in fog, made thinking difficult and there was a gaping hole where his memories should have been. His migraine flared in response to his efforts and the pain was enough to cause his eyes to water and his vision to waver briefly.

Wincing as the headache receded, Marrow grabbed his weapon and hefted it, drawing strength from the familiar weight. Shifting it between boomerang and rifle modes several times to test its feel, he gave it a quick once over to make sure it hadn't been tampered with.

"What the hell happened to all my ammo?" Marrow frowned again when he noticed Fetch was left with just under a third of the magazine left, all the spare mags he usually kept with him were conspicuously missing as well. Rifling through the pockets of whosever uniform he was wearing turned up nothing aside from several miscellaneous tools. Oh, and the fact that his scroll was missing too.

"…Day's off to a _great_ start." Rising to his feet and dusting himself off, Marrow headed for the nearest house and rang the doorbell.

"Hey! Anyone home!?"

Silence.

Continuing down the street until he reached a crossroad, every single household yielded the same result.

Nothing.

Marrow sighed heavily and glanced down each of the paths available to him. All of them vanished into the heavy mist. The street signs might have helped… if he knew what they referred to, knew where he was or had his currently MIA scroll.

"Eh… eenie meenie miney mo…" Picking a direction at random, he started along the path. Without knowing where he was or where he was going, he supposed it really didn't matter which road he chose. Either he'd find some answers, get to another intersection or find a way out of the ghost town, all three were perfectly valid outcomes to him.

With the mist bolting out the sun, it made it difficult to tell how much time had passed since he woke up. Practically everything was coloured some shade of grey and visibility was piss poor, the occasional wintry breezes did absolutely nothing to dispel the ashen shroud.

And no matter how long he walked, the scenario never changed. The suburbs shifted to a block of flats, then a garden, a row of shophouses, even a large mall, but despite the change in scenery, everything was deserted.

"Where's everyone gone? Bingo?" Marrow threw his arms up in frustration. His tail swished from sided to side agitatedly as his eyes swept the empty streets. Everything _looked _perfectly normal sans the complete absence of people, but there was just something… off about what he was seeing.

Marrow plopped himself down on an empty park bench and watched as several leaves wafted by on the breeze. "This is absurd… maybe they're in the Grimm shelters? But then where's the Grimm? I don't see anyth-"

A shadow flickered at the edge of his vision and Marrow shot to his feet instantly, Fetch already aimed in its direction. Sweeping his rifle in an arc, Marrow stepped away from the bench and advanced slowly.

"Hello!? Is someone there!?" He called out and waited. Nothing but the misty streets and cold wind greeted him. Marrow's frown deepened as his aim shifted from shadow to shadow, searching for something, anything, that was out of place.

"Just… my imagination? Damn this mist." Marrow lowered his rifle slowly, straining his eyes to pierce the impenetrable wall of fog. Cursing under his breath, he started moving forwards again with his guard up.

Paranoia ate at him from the inside. The ghost town, the feel that his eyes were deceiving him and the mist turning innocuous objects into creeping figures and shadowy apparitions did him no favours. The gaping hole in his memories constantly gnawing at him only compounded the issue.

Then finally, a humanoid shadow manifested in the mist. Marrow smiled briefly before his grin died when he noticed the janky movements of the figure. The mist obscured much of the figure's features, but he could just barely make out the individual's attire. Ripped and scuffed in places and covered in splotches of red so dark it was almost brown.

"Sir? I'm a huntsman from Atlas. Do you need help?" Marrow said loud enough to be heard but moved no closer. Keeping Fetch remained on the ground in an unthreatening manner, his muscles were tense, ready to bring the rifle to bear at a moment's notice.

The figure's head twitched towards Marrow and the faunus held his breath, waiting to see what it would do, attack or approach slowly. But to his surprise, the figure simply turned and ran, disappearing into the grey.

"HEY! WAIT! STAY!" Marrow activated his semblance but with the figure already having vanished into the mist, it failed to connect. Cursing under his breath, he sprinted off after the figure, struggling to keep the diminishing shadow in sight.

"Damnit! Where'd he go!?" Coming to another junction, Marrow swivelled his head to look down each possible road. There was no sign of the figure to found anywhere, he'd simply vanished into thin air.

"Haaah… that's encouraging." Marrow grimaced, back at square one and nothing to show for his exertion.

* * *

It hurt.

Everything hurt.

A thousand blades cutting into his flesh over and over again, rending his very soul with the ruthless efficiency of a machine. Crawling around under his flesh, worming its tendrils into his mind.

The Other was growing stronger with every passing second, slowly devouring him. His memories, his sense of self, his very essence, so much of it had already been torn away and lost to the ether.

"**Hurts… make it… stop…"**

The hunger, it ate at him. It could feel them, the last three lights still glowing in the void, and it yearned to snuff them out like all the others.

He was cast adrift in an endless churning ocean of negativity and madness. Mile high waves battered him and threatened to drag him under, every strike battered his already frayed mind further eroding a little bit more every time.

What precious few memories he still had left served as his only lifeline and he clung to them with the desperation of a drowning man, zealously guarding them from the Other. Feeding it only titbits at a time, agonizingly grating away pieces of his own soul to stave off the inevitable for as long as he could.

He was tired, so very tired of fighting to stay above the waves. The temptation to just… let go and let the Other take over completely was so, so very strong. It promised respite, freedom from suffering, to fight no more forever.

"**Help… me…"**

All he needed to do was let go.

"**Someone… anyone…"**

Let the other win. No point in continuing this farce.

"**Please…"**

With what little bit of control he still had, he reached out to the three pinpricks still flickering in defiance.

"**Kill me."**

* * *

Flames licked greedily at the ceiling, the light drizzle from the sprinklers doing little to put out the blazing inferno engulfing the century old hospital.

Wood splintered as Jaune kicked down a jammed door and charged through the second-floor patient wards. His eyes darted about in panic, searching for something in the flames.

"Ilia! Ilia! Where are you!?" Jaune yelled at the top of his lungs, then started coughing when the acrid smoke assaulted his nose. Rubbing his watering eyes, he grit his teeth and pushed deeper into the doomed building.

Navigating the burning hospital was a nightmare, a relic from before the great war, its age now worked against him. All the maintenance and refurbishment in the world couldn't erase time's grip on the place and the inferno only exacerbated its inherent weaknesses.

"Grah!" Jaune cried out when his right foot went through the wooden floorboards and into empty air. Collapsing to one knee, he felt something twist in his ankle and pain shot up his trapped limb.

Swearing vehemently and planting both hands on the broken floor, Jaune pushed himself up, trying to extricate his right leg. All around him, cracks began spreading out and the floor groaned ominously under his weight.

"Come on! MOVE!" With one final tug, his leg pulled free from the crack and he stumbled backwards. Through the empty hole in the ground, Jaune could see the veritable sea of fire that was the first floor.

Cursing, Jaune scrambled back to his feet, wincing as spikes of agony shot through his injured ankle. Trusting in his remaining aura to take care of the sprain, he dashed forwards, sprinting towards the end of the hallway as the floor crumbled beneath him, just barely making it to safety before it fell away with a thunderous crash.

"Ugh… damnit!" Jaune sank to one knee again and massaged his ankle. It was already beginning to swell and even with his aura working overtime to fix it, it would take awhile for it to stop hampering him.

"I was really hoping you wouldn't be here." Ilia's voice called out to him from amidst the flames and his head shot up, looking around desperately for the source of the voice.

"Ilia! Where are you!?" Jaune shouted and rose to his feet painfully.

"This road leads to hell, but my path is set. Goodbye Jaune." Ilia's voice rang out again and then faded to nothingness, only the roaring of the flames and the pounding of his heart sounded in his ears.

"No! Wait! Come back! Ahrgh!" Heedless of the danger, Jaune charged deeper into the conflagration.

Stumbling when a large piece of burning timber fell from the ceiling and slammed into his back, Jaune's aura flared weakly before he shoved the piece of rubble off himself. Vision flickering from the strain, he nearly passed out again as his aura was pushed dangerously into the red.

"Shit!" Jaune cursed as a gout of flame singed his hair, narrowly missing his face. Spying his reflection in a pane of broken glass, he chuckled bitterly at the almost unrecognizable sight. He was a complete and total mess, and he felt the part too.

His mind was a chaotic jumble of memories and nightmares blurring together so badly they were almost indistinguishable. And his body wasn't in much better shape, his chest remained wrapped in bandages, whatever wound they covered continued to pain him even now.

And for the life of him, he couldn't recall how he even got injured there. All he remembered was getting a scroll call from someone then things got fuzzy. Whatever the case, it ended with him waking up alone in a hospital intent on burning to the ground.

"Too little… too late." Ilia's voice rang out again and again his search for her was futile.

"No!" Shaking his head to clear the cobwebs, he rushed towards where he thought her voice was coming from. Raising Ascalon, he used the lance as a battering ram to bust down another door in his path.

An empty operating theatre.

No sign of Ilia.

"Damnit! Where is she!?" Jaune spun around, nothing but fire and ash to be seen. It didn't make sense, this was where her voice was coming from, how could she have just vanished like that?

Forcing himself to calm down despite the situation, Jaune inhaled slowly, feeling the smoke burn on the way down before exhaling quietly. Stabbing Ascalon into the ground, he leaned on it for support and did his best to order his thoughts.

'Okay… okay… think, just think. Woke up in a burning hospital, then… Ilia's voice. Her… speaking…?'

"Just stand by and do nothing." Ilia's voice interrupted his thoughts.

Jaune fought down the sudden surge of panic and the urge to go chase after her voice again. Running about blindly hadn't worked so far and he was loathe to try it again. Not to mention the inconsistencies he was noticing now that he wasn't giving in to panic.

"Speaking. She's still just talking. That's impossible, I shouldn't be able to hear her." Jaune muttered and his face fell as realization dawned on him. The building burning down all around him was loud, loud enough to drown out even his own voice, hearing Ilia speak in the middle of this cacophony was impossible. That left one conclusion.

"A… trick!?" Jaune blanched and looked back to the raging inferno, cursing himself for falling for such a simple ploy. Ominous groaning from beneath his feet dragged him back to the present, he could worry about who set him up later, with his aura in the red, he might not survive the building collapsing on top of him.

The entire hospital wing shuddered when one of the supports broke under the strain. Cracks started forming along the walls and ceiling, raining dust and flaking paint. Jaune took the cue and sprinted back the way he came, ignoring the fire lapping at his heels and heading straight for the nearest window.

Not wanting to risk an explosion destabilizing the building and causing a premature collapse, Jaune hurled Ascalon at the sealed window instead. The heavy lance easily shattered the glass pane and Jaune followed it out seconds later.

Crashing to the ground floor, his remaining aura shattered completely and Jaune had to bite down on his tongue to resist the urge to scream when he landed on his bad leg. Transitioning into a roll to bleed off the excess momentum, he ended up on his back, staring at the plumes of black smoke darkening the sky.

"I think… I think I'll just stay here for a while." Jaune groaned, feeling like he'd just gone several rounds in the ring with Qrow. Closing his eyes, he felt his aura start to refill slowly, taking some of the pain away.

"…That was Ilia's voice. How did someone set up a trap like that? Why would they?" Jaune covered his face with his arm and sighed heavily. It didn't make sense, he was unconscious and alone in a hospital, if someone wanted him dead, there were easier ways than making him run to his doom.

"Someone has a sick sense of humour." He murmured.

* * *

"So this is what it feels like to be a criminal… I don't feel any different actually." Marrow shrugged as the lock clicked open. Returning the lockpick to his pocket, Marrow gave the door a push and it swung open noiselessly.

"Hello? Anyone home? Just… uh… looking around for some answers!" Marrow called out to alert anyone who might have been home.

"…Right. No one's home. Of course." Rolling his eyes, he stepped through the doorway. He made it ten steps in before nausea struck him.

"Ah! What the hell!?" Marrow pinched his nose shut and winced as his vision watered. The sense of wrongness was even stronger inside the house than it had been on the streets. It wasn't just his eyes crying foul now, his nose was rebelling too.

Releasing his nose, he gave the air a sniff and was nearly bowled over. Eyes watering, he reached up to pinch his nose firm shut again. "What is this? Poison gas? That can't be right, it feel like… it feels like…"

Marrow trailed off and tried to place the feeling. "…Rotting meat? But I can't smell anything..."

Holding Fetch at the ready with one hand and keeping his nose pinched with the other, he moved silently through the house, ready for anything to jump out of the shadows. Things were getting screwier by the second, first his eyes insisting they were being lied too and then his nose insisting he was smelling rotten meat when there was no odour to be had.

"Hmm… table's set for four. Food looks… er, looks fresh." Marrow muttered as he inspected the dining room. It seemed like lunch had just been served, there was even steam coming off the fish.

Marrow's stomach grumbled hungrily but he made no move to touch the food. "So. Lunch is ready but no one's home. Unless they just vanished right before I got here, this is impossible. An illusion?"

Leaving the meal be for the time being, he headed up the stairs to investigate the rest of the house. As with everything else, nothing seemed out of place.

Then he tripped over something that wasn't there.

"Gah! What the?" Unable to spot what tripped him, he prodded the area where he tripped with Fetch, feeling for anything that was out of place. He found it when Fetch met resistance, hitting something invisible and… squishy.

Cautiously poking around the object with his weapon to get a picture of what it was, his face fell once it clicked. "Oh no… so that's where they went."

Tracing its outline revealed a human silhouette. Further prodding around the room revealed two adult sized bodies and… two smaller ones. Marrow grimaced and backed up against the wall slowly, figuring out what the source of that odour he couldn't smell was.

"Shit. How long have they been there? I need to… need to call this in." Marrow leaned against the wall, just short of hyperventilating when he considered the scale of the illusion plaguing him.

"Just now… on the streets. How many… how many were there?" He whispered, thoroughly sickened by the idea that he might have strolled through a sea of corpses without even noticing.

"Ahrgh!" Marrow winced as his migraine suddenly returned in force. For a brief moment, the world around him flickered. The pristine bedroom disappeared and its place a blood splattered haunted house stood.

And there were four rotting corpses at his feet.

Then the migraine faded and the perfect bedroom returned.

"Shit." Marrow summed it up with one word. Backing out of the room, he calmly turned and walked back down the way he came, pausing only to glance at the still piping hot meal and wondering what horror the illusion was concealing.

Leaving the house, he offered a silent prayer for its inhabitants and quietly shut the door. His gaze lingered on the oak door for a little longer before he turned and returned to the main street. While he did his best to remained composed, his mind was a whirl.

'This is crazy. Is everyone in this town dead? There must be some survivors, right? What the hell happened here!?' Marrow slowly did a three sixty and stared at all the houses lining the streets, his throat drier than a desert.

"This is bad. I need to get word to Atlas or-or something." He grimaced when he remembered his missing scroll. And with the illusion having a near perfect grip on his sense of sight and smell, he couldn't trust any scrolls he found either. For all he knew they were pieces of junk and he was just 'thinking' he was making a call through.

Recalling that walking through the streets was fine for his nose, he stopped pinching it and gave the air a tentative sniff, exhaling in relief when he wasn't bowled over immediately. There was still a taint to the air but nothing as extreme as inside the house.

"Wait… that wasn't there before… smells like… smoke?" Marrow furrowed his brows as the stench of something burning invaded his nostrils.

"Is that part of the illusion? Or someone else? Haaah… only one way to find out." Squaring his shoulders, Marrow dashed in the direction the burning smell was coming from. Soon, the stench of burning grew stronger and the mist began to dissipate.

Finally, the grey wall was banished and Marrow came to a halt. Before him, a once proud hospital had been completely converted to a blazing bonfire. Plumes of pitch-black smoke rose into the sky, replacing the fog with its oppressive darkness.

"Oh shit! Tell me no one was inside." Marrow paled as he saw the scale of the blaze. He winced when he recalled anyone who might have been was also probably dead like the inhabitants of the house. Whatever the case, the fire felt real enough, he could feel the hot breeze burning his cheeks.

Before he could make up his mind on whether or not to enter, something started pounding on the hospital's sealed gates. Marrow gripped Fetch tightly and watched as the sheet of metal dented outwards, slowly being battered off its hinges.

Finally, the abused iron gate gave way and it fell off its hinges, crashing to the ground with a loud clang. Marrow's breath hitched when he spotted the abomination responsible for knocking it down.

It was a Grimm, no doubt about it. But it wasn't like any Grimm he'd ever seen before. Vaguely humanoid in appearance, its legs and left arm could pass for human from distance. But its right arm was impossible to mistake for anything other than that of a monster.

Hideously deformed, it was a mass of bone plating interspersed with Grimm flesh vaguely resembling some kind of twisted drill or lance. The thing hobbled out of the burning wreck, stabbing its oversized limb into the ground and dragging itself forwards.

Then there was its head. A cracked Grimm mask with green crystal spikes growing out of it, glowing with a toxic radiance. With a body coated in miasma, its form seemed to be constantly shifting under its cloak of shadows, it was enough to make Marrow's eyes hurt just watching it.

"So you're the bastard responsible for this." Marrow growled and raised Fetch but left his finger off the trigger. His ammunition was still painfully limited and there was no guarantee this strange Grimm wouldn't be a bullet sponge.

The Grimm noticed him and roared, a horrendous ear-piercing shriek that made Marrow want to claw at his ears. Shambling about, it turned and raised its lance arm and aimed directly at him.

"Wait. Broken mask, green crystal… I remember, Jaune told me about you. You're the son of a bitch that attacked him on that mission!" Marrow's memories were still hazy but he recalled that bit well enough.

No time left to think. The Grimm shot forwards with surprising speed, a simple straight thrust that nearly caught Marrow off guard.

"Kuh!" Throwing himself to the side, Marrow let the Grimm past, slashing upwards with Fetch in boomerang mode and nicking the beast in the side. A roar of anger threatened to split his skull open and the Grimm retaliated by swiping its arm at him, trying to club him over the head with its built-in weapon.

Backstepping, Marrow let the lance tip sail past harmlessly. Taking a sudden step forwards, Marrow took a page from his partner and launched a sudden thrust with Fetch, slamming into the Grimm's chest and knocking it backwards.

"It didn't penetrate again? How thick is its armour!?" Marrow cursed. Twice now his weapon had been repelled instead of drawing blood. The miasma coating the Grimm was making aiming difficult, with its form constantly shifting under it, it was difficult to pinpoint where the armour ended and the soft spots began.

In any case, the Grimm abomination did not appreciate being stabbed in the chest. It hunched over for a bit and stabbed its lance arm into the ground, its other hand came up to clutch at where Marrow had struck, as though unable to believe he had the audacity to do so.

Another deafening screech of anger and pain, then the Grimm charged him once more. Its attacks were even more vicious and rapid this time, seemingly without rhyme or reason, but Marrow knew better.

"Shit, it's going for my vitals! What the hell kind of Grimm fights like this!?" Marrow backed up rapidly, almost dancing as the thrusts kept on coming, each one aimed for either his joints or an instant deathblow.

Sweat trickled down Marrow's neck as the Grimm's offensive wore on. Grimm were bestial creatures who only desired the complete and utter annihilation of humans and faunus, their sole tactic was to rush their target and try to overwhelm them with brute force.

No, that wasn't quite right. There was _one_ type of Grimm who could deploy tactics and strategy in battle.

"Ancient Grimm… I'm fighting an ancient Grimm…" Marrow whispered in horror. And his fears were confirmed when the Grimm's human looking hand stabbed into its own body, retrieving an egg like growth from within.

The Grimm's screech sounded an awful lot like laughter as the Grimm leapt backwards and tossed the egg thing at Marrow in one fluid motion.

Without time to dodge, Marrow mechashifted Fetch back to rifle mode, and opened fire on the object. A horrific waste of precious ammo, but one he judged necessary. The first round went wide, the second did too. Then the third struck the egg dead centre.

It detonated instantly with incredible force. While the blast wave wasn't powerful enough to send Marrow flying at that distance, it still made his teeth rattle.

Once again, the Grimm refused to give him time to catch his breath. There was another explosion somewhere and then It bust through the cloud of smoke, lance tip aimed squarely at his head.

Bringing Fetch up to parry the strike, Marrow just barely managed to turn the lance away in time. Even so, the Grimm had accounted for that and caught him with a brutal kick to the midsection, sending him stumbling back.

Coughing from the sudden blow, Marrow gave thanks the Grimm's legs didn't contain any kind of claws or blades or worse, more lances on them. Getting kicked hurt but it was a hell of a lot better than getting stabbed or slashed.

Expending another bullet in a vain attempt at shooting the Grimm in the head, it failed to do anything, the Grimm simply raising its arm as a shield. Still, that little action bought Marrow some breathing space from its non-stop chain of attacks.

"I've had it with you. STAY!" He roared and activated his semblance, freezing the Grimm in place.

"Not so tough now are you?" Marrow grinned as the Grimm struggled helplessly against his semblance. That grin fell when the Grimm stopped struggling and its lance opened up like a demonic flower, pointed right at his feet.

"Crap."

The Grimm fired and the explosive shell struck the ground in front of Marrow, detonating and tossing him backwards. Crashing back to earth in a painful heap, Marrow scrambled back to his feet post haste, finding the Grimm already bearing down on him.

Retaliating with Fetch, Marrow parried the blows with his blade, keeping the Grimm at bay and slowly giving ground in an attempt to figure out another strategy to put down the abomination.

A fighting style that was both strangely erratic and focused at the same time. There was just something about it that he couldn't put his finger on. Something about it seemed… familiar.

He could ponder that later, killing the Grimm took priority. Taking a deep breath, Marrow gambled that the Grimm would not be expecting Fetch to be an actual boomerang instead of just a boomerang shaped sword.

Hurling it with all his might, he sent the blade spinning towards the Grimm. As expected, it deflected it with its lance arm, sending it flying off course. While waiting for it to come back, Marrow closed to melee again, engaging the Grimm with hand to hand combat and leading it into Fetch's return path.

It worked like a charm. The Grimm sensed weakness and pressed forwards, never once realising it was being led into a trap. Once it was in place and Fetch was on its way back, Marrow grabbed the lance with one hand and caught a punch with the other, locking them both down.

"You're… not… going… anywhere!" Marrow grunted out, struggling with the Grimm's strength and digging his heels in, refusing to be pushed back. His muscles burned from the strain, the Grimm packed a lot more strength than its wiry mishappen form would imply. But even then, it was still within Marrow's ability to manage.

Their contest of strength shifted in Marrow's favour once Fetch completed its round trip. Still spinning in the air like a buzzsaw, it ground into the Grimm's unprotected back, cutting into its armour and hopefully the flesh beneath.

It shrieked in pain and its grip slackened. Marrow grinned again and released its limbs, then stomped down on the Grimm's injured ankle. The shriek this time was truly deafening and nearly brought Marrow to his knees.

Gritting his teeth and powering through the assault on his hearing, Marrow launched a punishing series of punches to the Grimm's chest and finished with a roundhouse kick that sent it flying back towards the burning hospital. The Grimm hit dirt hard enough to rip its lance arm off, twitched a bit and went still. But it wasn't disintegrating yet so it was clearly still alive.

"Not for long you're not." Picking up the fallen Fetch, he calmly walked over to deliver the coup de grace.

"No! Stop!" Marrow blinked at the sudden cry.

"Huh? What is-oof!" He staggered backwards when something crashed into him. At first fearing another Grimm attack, he raised his weapon, only to lower it when he noticed what was hugging his waist.

"A kid?" Marrow blinked in confusion. Where had the boy come from? Did he approach while he was busy fighting the Grimm?

"Stop! No more!" The boy hugged tighter, trying to pull Marrow away from the downed Grimm.

"No… more? We can go find your mommy after this okay? I need to finish this Grimm first." Marrow placated, not sure why the kid was trying to protect a Grimm of all things.

"No! No! T-trap!" The boy finally spat out.

"What trap? I've won." Marrow's confusion deepened.

The kid stamped his feet once and then pointed behind Marrow. Humouring the kid, he spun around and froze on the spot, feeling his skin crawl. Multiple shadowy figures were materialising in the mist. Their forms were still mostly obscured by the fog, but the green glows around their head told him everything he needed to know.

"You gotta kidding me. How many of these things are there!?" Marrow took a step back, glancing towards the downed Grimm, his attention returned to the advancing horde. He barely beat one of these freak ancient Grimm, now there was a whole army bearing down on him?

"This is bad. This is real bad." Marrow paled and held Fetch at the ready. He was pulled away from his thoughts of imminent doom when the boy tugged on his sleeve.

"This way! Follow me!" The boy was pointing towards an alleyway he could just barely make out.

"Alright, let's go." Marrow spared the army of Grimm one last glance before running after the boy, disappearing into the mist with him.


	17. Chapter 17

Disclaimer, I do not own RWBY

**Chapter 16: Inner demons**

Harbinger fired, sending a spray of buckshot downrange and ventilating the Beowolf charging at Qrow. The corpse crashed to the ground in a heap and disintegrated into nothingness. When the mist didn't birth any more horrors to harass him, Qrow used the reprieve to reload his weapon.

"This is your fault you know."

Qrow sighed and shifted Harbinger back to scythe mode. "Go away Sum, you're dead."

"Yes I am, aren't I?" Summer Rose skipped along the path in a carefree manner, kicking at several loose pieces of gravel on the side of the road.

"And whose fault is that?"

Qrow sighed explosively and shot the spectre a withering glare. "Can you please, for the love of Remnant, shut up!"

"Is that any way to talk to your old teammate? One you haven't seen in years? I thought we were friends." Summer laughed in an unconcerned tone, the musical sound grating on every last one of Qrow's nerves.

"Besides, it's not like you don't already know this." Summer said.

"Yes." Qrow hissed out.

"So, would you kindly shut! The fuck! UP!"

"Temper, temper Qrow. You're starting to sound like Rae. Keep frowning so much and it'll become permanent." Summer remained unfazed and started poking at Qrow's cheek until he slapped the offending hand away.

"Excuse me for being a friend then." Summer rolled her eyes at Qrow's scowling visage, unperturbed by the waves of anger leaking off the man.

"You. Are. Not. My. Friend." Qrow stressed each word and started counting backwards from a million to keep his temper in check.

"That's rude." Summer pouted and Qrow had to fight hard to resist the urge to take a swing at her with Harbinger.

"Summer Rose died a long time ago, you're not her." Shifting his glare away from the spectre of his former teammate to the grey walls on every side, he roared a challenge.

"To the son of a bitch fucking with my head! I don't know if you're watching, but so help me I will find you, and I will shove my boot so far up your ass you'll be tasting leather for the rest of your very, short, life!"

"Is that really your main concern now?" Summer inspected her nails unhurriedly as several Beowolves rushed out of the mist, drawn by Qrow's outpouring of negativity.

Qrow huffed and slashed at the incoming Grimm, his blade cut down the first two with impunity, the remaining three shrugged off the blows and his scythe simply bounced off their hides.

He huffed again and rested Harbinger against his shoulder, ignoring the Beowolves entirely. Even when they lunged at him, he made no effort to dodge or block them, as soon as the Grimm made contact with him, they simply phased through him and then faded away like a mirage.

"Why not? Am I supposed to be worried about these illusions?" Qrow snorted. Inwardly he was a little less confident, he figured the truth behind these freakishly durable Grimm early on, not actual Grimm but some kind of illusory copy capable of interacting with the physical world.

Impossible to dispel through normal force, they would however vanish on contact with active aura. A nightmare for auraless civilians, but practically a joke to any huntsman aware of their nature.

Why the hell that was the case he didn't know, all he knew was that they couldn't harm him directly. Although, that didn't prevent them from doing something like collapsing a building on top of him if the opportunity arose.

"You really should be. They don't have to hit you to hurt you." Summer pipped up and Qrow sighed. Of course the spectre messing with his mind would pick up on that.

"But. I wasn't referring to them." Summer continued and Qrow paused midstride.

"What."

"Aren't you forgetting something? Someone?" She prompted.

It took Qrow a moment to figure out what she was getting at and his mouth set in a thin line. "He'll be fine. Arc's a strong kid, his aura will patch him up. Plus, he's in the hospital and Lieutenant Green is there, I'm sure he's fine…"

"Are you trying to convince me? Or yourself. Ah, it doesn't matter, if you say he'll be fine then he will. I mean, I'm sure _you_ would know how much damage a point-blank shot from harbinger would do better than anyone. So if you say he'll be fine, then he will." Summer laughed in a carefree manner.

"Misery builds character, right? He really couldn't have gotten a better teacher than you."

"That was… that was an accident. I didn't mean to shoot him in the chest. It was-"

"Bad luck?" Summer finished for him.

"Ah, par for the course really. You really don't play well with others, do you? First STRQ and now this, shall we go for a hattrick?"

"I…"

Summer grabbed onto a lamppost and swung around it, emerging on the other side as Emerald. "So _dad_, is it my turn next? Maybe my life would have been better on the streets, there at least, I make my own luck."

Emerald shrugged and rested against a wall with her hands behind her head. "Went from being an orphan to having an unlucky drunk for a dad. I'm… not sure that's an improvement."

She shrugged and gestured to the empty streets around them. "Hmm… then again, there's not much change really. You're never around anyways. Always another mission, another class, something more important than me. So, is this the mission I get the letter you're not coming home?"

Emerald stepped away, vanishing into the mist before Qrow could say anything. Seconds passed with Qrow standing all alone in the middle of the misty streets, leaning on Harbinger for support. Then a new shadow materialised.

"Still wasting your time on pointless endeavours I see."

"Raven." Qrow's shellshocked expression was rapidly wiped away, replaced with one of barely suppressed ire.

"Who are you trying to fool Qrow? Taking a student, being a teacher, adopting a daughter. Do you think that there'll be a place for you because of that? Come on brother, surely you can't be that naïve." Raven said haughtily.

"Go to hell Raven." Qrow spat out her name and hefted his weapon. There was a time and place for wool-gathering and this wasn't it. Inwardly he was relieved it was Raven this time, if the illusion had picked Tai or Ruby or just about anyone else really, it might have actually broken him.

"Ignoring me won't change anything. Still running around being Ozpin's lapdog… or is it Ironwood's now? You abandoned your family all for what? Treats? A pat on the head? You're a Branwen Qrow, your place is with the Tribe… or was actually." Raven said as he passed her.

"Hmm?"

"You're a bad luck charm, disaster follows you everywhere you go. There's no place in the world that will accept you… not any that will last anyways. STRQ is proof enough of that. We're bandits, but even we don't damn our own just by existing." Raven mocked.

"Alright! First off!" Qrow jabbed a finger in her direction.

"I'm not responsible for STRQ falling apart. That's on you, it's _all, your, fault. _And yeah, I bring bad luck with my semblance, but you wanna know what's the single greatest disaster I have ever witnessed?"

"Do tell." Raven said in an unamused tone.

"You being born." Qrow smirked as even the illusion seemed taken aback by that response.

"Yang's the only good thing that ever came from you. Everything you touch turns to shit Raven. As to returning to the tribe… well." Qrow shrugged and his smile turned positively bloodthirsty.

"One day, the tribe will outlive its usefulness to Ozpin. When that day comes, I will return. Count on it."

"Still a lapdog. Your loyalty chains you, weakens you. You've failed as a Branwen Qrow. Nothing but a killer in the end." The illusion's words were hollow, the grip they held on him earlier no longer there.

"Failed? Me? No. Nonononono…" Qrow trailed off and wagged a finger, shaking his head in faux disappointment.

"Truth is, I'm the one who remains true to the Branwen creed even if I don't apply it all the time, you're the one who disgraced it."

"Oh?"

"Power is the only thing that matters? No. Power, money, influence… all means to an end. Winning is the one thing, the only thing that matters, and it doesn't matter how you do so. You… you just run away like a coward."

Qrow chuckled and started walking forwards again. "Illusion or the real one, it doesn't matter, you're both on the same side."

"That is?" Raven's copy directed the question towards Qrow's diminishing back.

"The losing one."

* * *

Jaune exhaled sharply as he pulled himself into a sitting position, his back against a wall. His ankle was a throbbing mass of pain and he was pretty sure it was broken. He hadn't taken a beating this bad before and even now the pain threatened to send him off to dreamland.

Breaths coming in short gasps, he willed the pain down, waiting for the agony to subside before shifting his leg slowly. After a small jolt nearly caused him to black out, Jaune exhaled through gritted teeth and just leant against the wall, not trying to move again.

"F-fuck! What the hell was that Grimm?" Jaune gasped out and scanned the misty surroundings. There was no sign of that freakish Grimm anywhere and the jury was still out on whether that was a good thing or not.

"Shit! Fucker got me good." Jaune winced as his other injuries added their voices to the protest when he tried shifting as much of his remaining aura towards his ankle. But as pissed as he was at losing like that, a question continued bouncing around inside his head.

"How… am I still alive?" His head thudded against the wall and he screwed his eyes shut. The Grimm had him dead to rights, damn near killed him even before beating him unconscious. It should have finished him off while he was knocked out, yet… here he was, battered, bruised but still very much alive.

"Kuh! What kind of Grimm fights by tearing off its own arm and using it as a boomerang anyways?" Jaune spat out a wad of blood and cursed bitterly. Something about it though, Jaune swore it was familiar to him, but that was impossible.

Whatever the case, he was in bad shape. If another Grimm showed up now and so much as sneezed in his direction, he'd probably kick the bucket.

"What the hell is wrong with my aura?" He didn't have his scroll active to check his aura levels, but he could feel them replenishing sluggishly. Something was inhibiting the recharge, he could feel his aura leaking out of him for lack of a better term.

"It's being siphoned."

Jaune's head snapped to the side instantly upon hearing her voice. "Il-no. You can't be here, you're just another trick."

He deflated slightly as the illusion nodded in confirmation. "I'm a fragment of your subconscious wearing a facsimile of Ilia. I'm a way for the architect of this simulation to get his message across. The Other is strengthening itself with the siphoned aura, it scrambled your minds earlier, it's why your memories are fuzzy, if it happens again the effect will be permanent. To break the Other's grip on your mental states, the source must be terminated. Time is off the essence, the longer you delay, the closer it gets to completion and then it will- none of this is registering, is it?"

Jaune slowly shook his head in the negative and the Ilia illusion sighed in a manner reminiscent of his old friend. Jaune coughed sheepishly. "Um, in English please?"

"Bad Grimm steal aura and make you see illusions. Steal too much, mind goes kaput. Find Grimm, explode Grimm, end this. Capiche?" The Ilia copy said.

"Explode Grimm, got it, I can do that. Why didn't you just say so from the start?" Jaune gave a thumbs up.

"Hnnnnrrrghhh…" Ilia's long-suffering sigh was echoed by a facepalm.

"Find the town hall, that's where the real one is. Your eyes lie, remember that." Ilia said before fading away into the ether.

"Finish this before your memories get scrambled again." Her words echoed on the wind and then Jaune was alone again.

"I got it. Heh… even now…" Jaune smiled bitterly before testing his leg again. His ankle still throbbed painfully but was a far sight better than before, reserves being drained or not, at least his aura hadn't lost its regenerative potency.

Still out of commission for the time being, he'd be back on his feet soon enough. Then he could end the Grimm at the heart of this mess and get back to more important stuff. "Just wait a bit more Ilia, I promise I'll find a way to make a better Atlas. Just wait for me."

* * *

Marrow slowed to a stop and strained his ears to pick up any sign of their pursuers. He sighed in relief when he couldn't hear any angry growling or stomping feet nearby. That blasted horde of mutant Grimm had been left in the dust, at least he hoped so.

"Alright, I think we lost them, thanks for the save kid. So, I'm Marrow, what's your name?" Marrow asked.

"Olive, my name's Olive." The young boy said.

"Olivia huh, that's a nice nam-ehg!" Marrow clutched the side of his head as a migraine assaulted it. He screwed his eyes shut until the pain passed and he could think clearly again.

"Sorry, what was that?"

"Olive, my name's Olive." The young boy said.

"Heh, not a bad name. So what the hell is going on here?"

"It's the Other, the Chill." Olive answered and lowered his head.

"It's taken everyone."

"The… Chill? That's… that's just a fairy tale." Marrow muttered. Everyone knew of the story of the Grimm child, but that was all it was, a story. The Chill existed for sure, but they were nowhere near powerful enough to wipe out an entire town.

'Unless they let in those strange Grimm.' Marrow thought, frowning when there were still holes in that theory. The bodies he found… Grimm didn't do them in, and then there was the illusion over the entire town.

"He made it real." Olive said simply.

"He? Who's he? You're not making sense." Marrow's confusion deepened the more Olive spoke.

"T-the bad man. He did it. He did it hedidithedidithediditHEDIDIT!" Olive finished in a shout.

"O-okay, okay! Shh! Calm it down before they find us again." Marrow hurriedly tried to placate the boy, nervously scanning the mist for any tell-tale emerald glows.

"You… saw the one responsible for this." Marrow asked.

A nod.

"Someone… made this Grimm? Made the Chill… do this?"

Another nod.

Cold sweat dripped down the back of Marrow's neck and he gnashed his teeth in frustration. This was way, way above his paygrade. If someone was experimenting on Grimm, then he needed to get the information to Headmaster Ironwood yesterday.

"Wait. Then those weird Grimm earlier… the bad man make those too?"

"No. No Grimm. The eyes lie! People! No Grimm! People!" Olive yelled, desperation oozing from every word.

"Eyes… lie? People-oh. Fuck. Me. JAUNE!" Marrow's eyes widened in horror and he stared back the way they came.

That wasn't an ancient Grimm he fought, that was Jaune! No wonder the fighting style was familiar, that was his partner he just kicked the crap out off and left for dead on the Grimm infested streets!

Marrow was two steps into his mad dash before Olive tackled him again and started dragging him away from the path. "No! No go!"

Marrow bit back the angry curses bubbling up from within him and willed his feet to remain in place. Every fibre of his being screamed at him to rush back and help his partner immediately, but his more rational side overruled it.

As a huntsman, he had a duty to protect civilians from danger. And even if he wasn't, like hell he was leaving a child alone in a ghost town or dragging him into a possible combat zone. He hadn't recognised Jaune earlier and from how hard they were trying to kill one another, it was a safe bet to say the reverse was true.

Even if he made it to back to Jaune now, there was no guarantee Jaune wouldn't start attacking on sight. If that happened, their next fight might have a more _permanent_ resolution. Not to mention the possibility of Olive being caught in the crossfire if he brought the boy along.

Biting down on his lip hard enough to draw blood, Marrow forced himself to turn away from the road back. 'Damnit! Jaune, you better not die on me. Not like O-'

"Ahg!" Another piercing headache assaulted him and Marrow staggered back from the sudden pain. The migraine faded away as quickly as it came and the disorientation passed as well.

"What the hell!?" Marrow growled.

"Grimm illusion getting stronger. Must destroy it!" Olive said, bringing Marrow back to the present and allowing him to refocus on the issue at hand.

"Illusion? Right, right, stop the Grimm, stop the madness." Marrow sucked in a deep breath, counted to four and then exhaled. There were still gaps in his memory, and clearly something was actively blocking his efforts to recall.

He cursed under his breath, something important was missing, the memory was there but the block in place prevented him from reaching it. Taking another deep breath to steel himself, he pushed aside those worries for the time being. There were other problems to deal with, namely…

"How… why do I see you as human? How do you recognize me as a faunus too?" Marrow asked.

"I don't know." Olive answered.

Lie.

Marrow was a hundred percent sure of it. The boy knew more than he was letting on. But at the same time, it wasn't as though he had any way of proving it. And the idea of shaking the boy who kept him from executing his own partner down for information left a sour taste in his mouth.

So many possible reasons, maybe he was being led into a trap, maybe Olive just didn't trust him enough, maybe, maybe, maybe, so many maybes. He'd just have to play it by ear and keep his guard up. And there was something about his name he couldn't put his finger on.

"Okay. Okay. You live here then? You know where the… Chill… is." Marrow shifted uneasily, swapping Fetch from hand to hand to calm his nerves.

"Yes. I lived here, then the bad man came. The townhall. The Other is at the townhall." Olive stared at the ground, an aura of bleakness surrounding him. He shook it off quickly enough, but when he raised his head to meet Marrow's gaze, his eyes were still dim and lifeless.

"This way." Olive pointed in the direction of the townhall and started running off, leaving Marrow to give chase or lose him in the mist.

"Hey! Wait! Slow down!" Marrow cursed again and gave chase.

'This day just keeps getting better and better.'

* * *

"Hey, it worked! People the weak link in cybersecurity indeed." Jaune muttered as the scroll unlocked. As it turned out, some people really did have 'password' as their password.

His own scroll was missing but he had found this replacement next to him when he woke up in the hospital earlier. He hadn't bothered activating it earlier due to being preoccupied with finding Ilia and then getting his ass handed to him by the Grimm. Luckily, the thing hadn't broken in the kerfuffle and he now had access to it.

"Map… map… Nebel? This is Nebel?" Jaune looked up from his scroll at the misty surroundings.

"How the hell did I get here? Qrow was… Qrow had a mission here, right? Gah! Why is it so hard to remember!?" Jaune leaned against Ascalon, the lance doubling as a walking stick, and scratched his head in frustration.

"There was… there was a call? From him? A… gah I can't remember!" After the short conversation with the Ilia illusion, some of his memories were trickling back in, but the process was slow and it was still a confusing jumble of images and sound he couldn't make sense off.

Huffing angrily and turning his glare back to the scroll, he started to rifle through the files inside the scroll, hoping it would have some answers for him. "Just need some answers, don't mind me Mr Green… ah here we go, a journal?"

_**Entry 403:**_

_**Things are getting pretty bad out there. Grimm attacks on the rise, a lot of negativity in the town. Keh, can't blame them. Poor bastards still can't find the missing kids. The gods damn whichever son of a bitch took them. Heard there was some kind of terrorist attack in Mantle too, hopefully the general can spare some men to help with the search, or at least safeguard Nebel. Not sure how much longer we can keep the Grimm back.**_

"That's encouraging." Jaune muttered and flipped to the next one, frowning when he was met with a blank page.

"What the, where's the rest of it?" Rapidly scrolling through the pages, he found most of the entries either deleted or corrupted into an unreadable mess. It took quite a bit of scrolling to get to the next readable log.

_**Entry 679**_

_**The boys are calling me superstitious, but I got a bad feeling. Something on the wind don't feel right. Grimm attacks are going down, but I don't know. My gut tells me something bad's coming. Been hearing rumours of strange Grimm flattening smaller towns in the countryside. Still a long way from Nebel, but I don't know.**_

_**Entry 702**_

_**There's been another incident today. Some nutjob started attacking people with a knife down by The Zephyr. Bar got trashed pretty bad in the stampede, Private Jessup intervened, kid got stabbed for it, but thank god for aura. A little banged up but he'll be fine.**_

_**Entry 703**_

_**Blood test's back. Man's clean. No alcohol or drugs in his system, no rap sheet either. Still in lockup screaming about Grimm everywhere, not a damn clue what the hell is wrong with him. Fuck, this is the seventh poor SOB we've got like this. The hell is going on. Oh, and there's a huntsman coming in from Atlas sometime tomorrow, heard Corvus himself is dropping by, maybe highcom knows what the hell is going on, because I sure as hell don't.**_

"Huntsman? That must be Qrow." Jaune muttered, flicking through the next couple of logs.

_**Entry 709**_

_**Well, shit. Our connection's fried. Not bloody sure how a lightning strike managed to miss the thrice blasted lightning rod and hit the CCT relay tower instead. Until the techs get it back up, it's gonna be hard getting through to Atlas. Talk about bad luck. Ah, at least we don't really need the CCT for evacuation efforts. Major Branwen said something about a possible Grimm assault soon and we're preferably gone before then. I don't know, abandoning Nebel don't sit right with me. But maybe a change of scenery will help with the nightmares.**_

_**Entry 710**_

_**Another incident. The gods help us all. So much blood. All the bodies. Gods have mercy.**_

_**Entry 711**_

_**Major Branwen wasn't happy about not being informed of the incidents beforehand. He's bloody pissed now. He's convinced it's the work of the Grimm and insists we start evacuating now. The boys think he's gone mad. I'm not sure, but what other explanation is there? I'm worried, if this is the work of some new Grimm, what if it's a trap to get us to leave Nebel's walls? We don't have enough airships to evacuate everyone to Mantle. And if we try to walk and another incident happens, we're Grimm bait.**_

_**Entry 892**_

"Entry eight ninety-two? The hell? Where's the rest of it?" Jaune frowned in confusion as the journal entries suddenly jumped forwards.

_**Entry 892**_

_**892, 892 comes after 713 right? I wrote 713 already right? It's not here but I remember writing it. I mean I think I did. It's hard to think clearly, I feel like I've been drinking. Gotta write it down. Shit, the world's going mad. The nightmares are worsening. Getting reports of Grimm in the streets, I think I see them, out of the corner of my eyes, but when I look, they're not there. Er, another riot down by the docks, Captain Bran uh whathisname is already there. Gotta go, I'll just finish another entry later.**_

"It's messing with their minds." Jaune said grimly.

_**Entry 938**_

_**They're gone, they're all gone. The boys are dead, they started killing one another. I stabbed Sergeant Rock in the heart, he wouldn't stop, he wouldn't stop attacking. It wasn't my fault. It wasn't my fault. Why? Couldn't they see the Grimm, the Grimm were everywhere. What is happening to us? Major Branwen has gone to the CTC, he's going to try and call for reinforcements. Oh god.**_

"Reinforcements? Yes… yes I remember now!" Jaune muttered as the fog in his brain cleared up slightly and some of the jumbled images and sounds started to make sense.

* * *

Jaune's scroll rang and he lowered Ascalon, shifting it from cannon mode back into lance form. Resting the heavy weapon against his shoulder, he left the firing range and headed over to his bag to retrieve the scroll. "Qrow? Your mission's over already?"

"Arc! Damn am I glad to hear you." Qrow's static filled voice came through the speakers.

"Is something wrong?"

"I don't have a lot of time, CCT relay is damaged, not sure how long the signal will last. Listen! I need you to get a message to Jimmy. We need reinforcements in Nebel now or there won't be anyone left to save!" Qrow's urgent tone wiped away any trace of a smile on Jaune's face and he stood straighter.

"Okay. What happened?"

"Hello!? Ar… you there!? New… mind… trus… Send help! Can't trust… reinfor… hurry!" The line went dead.

"Qrow? QROW!" Jaune stared at the scroll's screen in horror. Immediately trying to call Qrow again, he was treated to an automated message saying the call could not be connected.

"Tch!" Shoving the scroll into his pocket, Jaune hefted his pack and sprinted off, heading for Ironwood's office.

When he reached, he immediately tried the door only to find it locked. Pounding on it with his fist hard enough to leave dents in the metal, he drew the attention of another teacher soon enough with all the racket he was causing.

"Cadet Arc! What do you think you're doing!?"

"Professor, I need to speak with the headmaster! I have a message from Qrow. Some kind of Grimm attack in Nebel."

"The headmaster? Headmaster Ironwood is in Vale at the moment, meeting with Beacon's own headmaster. I'm afraid he's not around."

"WHAT!? When will he be back!?" Jaune all but yelled.

"I do not know. Headmaster Ironwood didn't leave any indication of when he would be back. But from my knowledge, he's usually gone for two weeks at a time."

"Two weeks!? That's too late!"

"I'll try to get a message to the headmaster, in the meantime, calm yourself Cadet Arc, Professor Branwen is… someone who won't die so easily. He can take care of- Cadet!" The professor shouted but Jaune was no longer listening, he was already sprinting towards the dorms to pack.

Rushing to cram as much supplies as he could into his pack. Jaune filled it to bursting with explosives and medical supplies before rushing towards the airship docks. And on the way there, he ran into Marrow.

"Whoa, what's the hurry Jaune?"

"No time, Qrow's in trouble, I gotta go help." Jaune said tersely.

"Qrow? What kind of trouble?" Marrow frowned.

"Don't know, some kind of Grimm attack in the town of Nebel. The line cut off, was supposed to get General Ironwood to help, but he's in Vale." Jaune rattled off.

"Shit. And you're going to Nebel to try and help." Marrow said.

"Yes." Jaune replied bluntly.

"This is a bad idea. If it's enough to give Qrow trouble, I'm not sure you can do anything to help." Marrow cautioned.

"I don't care! I'm not-I refuse to abandon him! I know this is a bad idea but I can't just stand by and do nothing! You don't have to come Marrow, this is my mission." Jaune said and was about to dash off again when Marrow grabbed him by the shoulder.

"Whoa, I didn't say I wasn't coming. Just give me some time to grab my own stuff. No way I'm letting you run off alone while I stay behind." Marrow said.

'Because that worked out so well the last time.' He finished in a whisper and shook his head to clear his doubts. Clearing his throat, he started speaking again.

"Look, give me an hour. I need to grab my stuff then make sure the professors know where we're going at least. I'll meet you at the docks, don't rush off without me yeah?"

Marrow waited for the nod before releasing Jaune's shoulder. "Good, because I don't want to have Ironwood inform me I lost another partner."

* * *

"Yeah… I remember now. After that, we got on the bullhead headed for the coast. Dropped us off and then we legged it the rest of the way. After that…" Jaune cursed when his memories went blurry again, cutting off at their entry to mist shrouded town.

Then again, with the journal logs and that bit of memory, he could roughly piece the events together now… assuming the info he had were all true of course. Speaking out loud to order his thoughts, the more he said, the paler he got.

"So, we have the Grimm, this Other thing Ilia was talking about. Qrow knew about it and came here to evacuate the town before it arrived. He was… too late. It got here, messed with everyone's minds. Made them… made them see each other as Grimm." Jaune paused, his mouth suddenly very dry.

His gaze shifted to the silent houses around him. The magnitude of the disaster dawning on him. The people of Nebel saw their own loved ones as Grimm, and in their panic cut one another down mercilessly. Until… until silence claimed everything.

"What kind of… what kind of Grimm does something like this?" Jaune's horrified whisper sounded so loud in his ears. Looking around again at the pristine environment, he gulped. It didn't match, the eyes couldn't be trusted indeed.

Switching away from the journal on the scroll to the camera function, he held the device up, seeing the world through its lens. There whatever illusion was hiding the truth from his eyes failed and the truth was laid bare.

Blood splatter everywhere, some of the buildings and vehicles were burnt out husks. Fortunately, there were no bodies in the area. But even so, the streets were stained brown with dried blood. Jaune's mouth worked but no sound emerged.

Until his lance shifted and scraped noisily against the floor.

"Ascalon. That Grimm I fought… Marrow." He finished in a whisper. Jaune's head spun and his legs felt weak all of a sudden. Leaning against the lance for support, he took several shuddering breaths to calm himself down.

"I can do this, I can do this. Deep breaths, just deep breaths Jaune."

Switching back the journal from the camera to not have to look at that grisly sight. He read through the remaining entries to not have to think about how close Marrow had come to killing him. 'He didn't finish me, must have realised at the end. Not sure why he left me but it's fine, he must be alive and I can find him later, he must be.'

_**Entry 216**_

_**My head hurts, the voices won't stop screaming. Go away, you're all dead, leave me alone. I didn't mean to kill you, I didn't. Major Branwen's still here, think the whole town's dead aside from us. He, he looks like a Grimm, but it's still him. Our eyes lie, this Grimm is hiding the truth. I can't hear his voice, but we can still communicate through scrolls or by scratching things on the walls. The screaming is starting again, make it stop, make it stop, please, someone, anyone, make the voices stop.**_

_**Entry 1161**_

_**How many days has it been now? Can't remember. My scroll says we've been here for a week, but it feels so much longer. Major brought in someone today. Poor bugger got shot in the chest, I think that was our reinforcements. Major says he found a lead, going to end this soon, I just have to stay here and look after the whoever it is he brought in. I can do that, but the voices still won't shut up. Can't understand them anymore. Have changed the scroll's password to password, that way I won't forget again.**_

_**Entry 16**_

_**I was waiting for someone to kill a Grimm I think? We have a Grimm in a hospital bed, why do we have a Grimm in a hospital bed? Uh, log says it's a person and I'm seeing things. Is the person still there? Or am I just seeing something that's no longer there? And uh, what's my, what's my name again? Green? That's what the scroll says, but the name doesn't mean anything to me. Those idiots won't shut up, so loud I can't sleep. I hear them in the basement, I'm going to teach them a lesson. Just need a few matches and we'll see if they can't sing me a lullaby with their screams.**_

"He set the hospital on fire with me still inside it!? Because he thought I was already gone? Are you fucking serious right now!?" Jaune stared at the screen in disbelief.

"But I didn't see him in the hospital. Did he escape?" Jaune wondered aloud. On the one hand, he was a little pissed at Green for nearly cooking him alive, but on the other, he also hoped the man was still in one piece and they could get him medical help in Atlas.

Seeing a well-meaning man descend into madness over the course of a few journal logs made his skin crawl. No one deserved such a fate.

"Grimm, Other, whatever the hell you are, I'm coming for you. And when I find you, I have a bomb with your name on it."

* * *

Author's notes: Hoo boy, this chap was really hard to crank out. And now we're into Atlas Arc's Spooktober. This entire arc is a reference to horror video games, some obvious, some not so much. See if you can spot them all. Once this is over, I'll reveal the full list. Also, RT's new fairy tales of Remnant book has some interesting stuff, like the Chill, which is pretty much spot on for my original concept of this oc Grimm I thought up. I saw a review saying I dropped Fiddlesticks into this fic as a Grimm, RT one upped it and dropped Fiddlesticks into canon with extra possession powers to go with it. I frigging love it!


	18. Chapter 18

Disclaimer, I do not own RWBY

**Chapter 17: Dancing shadows**

"So… this is the place." Jaune muttered. The pristine town hall looked like it had been built yesterday, all of its magnificence proudly on display.

"What's left of it anyways." But when Jaune lifted his scroll, the display revealed the truth. Most of the building had been destroyed, an entire section of it had collapsed inwards and the rest of it wasn't in much better shape.

Pulsing black veins crawled along the walls that were still standing. And of course, blood splatter everywhere.

Eerie didn't even begin to cover the half of it.

Using the scroll's camera to guide himself past invisible rubble, Jaune made his way deeper into the destroyed building. The sense of wrongness inside was overpowering and Jaune could actually _feel_ his aura leaking out now, being leeched away into the walls.

Prodding the veins with Ascalon, Jaune pushed the tip in, piercing the black webbing. He cursed when Ascalon sank in, piercing the wall and causing black fluid to ooze out of it like a giant ruptured blood vessel.

"Ew. What the hell is this thing?" Jaune stepped back and watched the 'liquid' drip onto the floor. Instead of remaining inert or starting to melt through the concrete like he was expecting, it started to grow a new web of veins instead, slowing reaching out to the main branch and reconnecting to it.

"Is this part of the Grimm too?" Jaune wondered aloud. Just from the brief contact his lance had with the vein, he could feel it trying to leech away the aura reinforcing the weapon.

Briefly considering firing on the veins to destroy them, he discarded the idea in the end. The townhall's structural integrity was highly suspect and the last thing he needed now was the entire building collapsing on top of him.

"So… which way now?" Only the wind whistling through the building answered him. No helpful Ilia illusion popped up with the answers, no Grimm arrived to challenge him and lead him back to the source, nothing at all, save the pulsing veins.

"Follow the veins? Not much of a plan, but it is one." Grimacing, Jaune tightened his grip on Ascalon and headed deeper into the ruined building.

The further in he got, the 'darker' the world seemed to get. Shadows encroached on the edges of his vision and imperceptible whispers in his ears made his skin crawl. Whether it was the Grimm trying to ward him off or just drive him insane like the people of Nebel, Jaune didn't know.

What he did know was it was making him jumpy as all hell.

"Nothing… again." Jaune lowered Ascalon with a scowl, the brief flicker of movement at the edge of his vision was nothing more than a trick of the eyes. Scanning the deserted hallway and courtyard beyond with the scroll proved as much.

"The eyes lie, don't trust them… geez easier said than done." He sighed and pressed on. The scroll was the only thing he had that could pierce the illusory veil, but the tiny field of view and dwindling battery presented their own set of problems.

Following the Grimm veins took him into the basement levels. And the deeper he went, the more corroded things appeared on the scroll's screen. Paint chipping and peeling off the walls, spiderwebs of cracks raining dust from the ceiling, metal surfaces rusting over or heavily discoloured.

And the Grimm taint infesting the walls were no longer just veins. Large pustules were everywhere, the veins growing out of them. Pulsing in tandem, it was as though they were pumping more of the Grimm rot along the veins to infest the rest of the townhall… almost like a heartbeat.

"That's encouraging." Jaune muttered and shelved the idea of trying to pop the disgusting growths. There were too many and if they had eaten all the way into the building's foundations, attacking them now might just bury him alive.

"Wind? Down here?" Jaune stepped into the lowest level of the town hall and found himself in an abandoned jail of sorts. Empty cells lined the sides of the long hall, the bars rusted and twisted out of shape.

Once the town jail, it had fallen into disuse as Nebel grew larger and a proper jail was constructed. Now, the empty cells were a relic of an age long gone and the entry point for corruption. The cold breeze Jaune felt was coming from the end of the dungeon, right through a solid wall. When Jaune pointed the scroll at it, he could see that the illusion was masking the fact that the wall had already crumbled away, revealing a cave system beyond.

A cold breeze blew through the gaping hole, carrying with it the stench of sickness and death strong enough to pierce even the illusion's grasp on his senses. Jaune wrinkled his nose in distaste and stepped closer to investigate the unexpected discovery.

"I hear water." Jaune said and peered into the almost pitch-black cavern beyond. The entryway was a solid mass of pulsing darkness, where all the veins and pustules were growing away from. There was no doubt in his mind that he was on the right track.

"An underground river? Maybe it leads to the sea, shelter and evac route from the Grimm?" Jaune mused aloud. His face fell when he figured that this was probably the Other's entry way into Nebel.

A door out was also a door in, and if the Grimm had rooted itself deeper inside the caverns without anyone noticing, it could have easily spread its influence without anyone being able to stop it. "Under their feet the whole time, no wonder Green didn't notice."

Taking a deep breath, Jaune stepped through and the atmosphere changed immediately. If it was cold on the misty streets, down here it was positively icy. The chill itself seeped into his bones and Jaune could feel the aura drain ramp up.

Switching away from the camera to check his aura levels, Jaune frowned when he saw he was only at ninety percent. His ankle and other assorted injuries had mostly healed already and were no longer a drain on his aura, but even so, his aura levels were ticking upwards at a snail's pace.

"This is bad." And now that he was inside the caverns, another problem reared its ugly head. He wasn't a faunus, he couldn't see in the dark. The only torch he had on him was the scroll, but if he used the torch function, that meant an even greater drain on the battery and he was in the red as it was.

After a moment's hesitation, he gave in and pushed onwards. Going back to find a proper torch or a way to charge the scroll wasn't really an option. especially when every second counted.

Down here, the illusion no longer tried to project a sense of normalcy, instead it actively sought to crush his spirit. The air was charged with malice and Jaune shuddered, feeling the darkness hemming him in on all sides.

Grimm were evil, he knew that. They lived only to destroy mankind and teardown everything humans and faunus had ever built, it was in their nature. But this… whatever lurked down here was Evil with a capital E.

The whispers were growing louder now. At the start, the indistinct whispers plaguing him had been drowned out by the sound of rushing water. But now the voices echoed in his head, no longer just accusations from Ilia, Qrow and Marrow's voices had been thrown into the mix.

Accusing him of being too weak.

Damning him for being a liability.

Cursing him for not being able to help them.

Jaune bit his lip until it bled.

"I'll kill you. You hear me? I'll kill you." He said softly in defiance.

The sound of metal clattering against stone drew his attention away from the whispers and they receded ever so slightly. Glancing down at his boots, he couldn't see anything there until he brought his scroll to bear.

Slowly, a smile spread across his face. "Assuming Qrow doesn't get you first."

Leaving the discarded shotgun shells on the ground, Jaune continued forging through the darkness, his footsteps lighter than before.

* * *

Marrow cursed silently when the ladder rung gave out under him as soon as he stepped on it. The rusted metal rod snapped off completely and went tumbling into the darkness below. Gripping the side of the ladder tightly, Marrow forced himself to take a calming breath and relax. With Olive clinging to his back, any sudden movements might cause the kid to panic and let go, and as versatile as his semblance was, stopping someone mid-fall wasn't something it could do.

"Alright, not that step, everything's just fine." He muttered and slowly lowered himself to the next rung below. This time it held and Marrow exhaled softly, placing more and more of his weight on it until he was starting to move his other foot to the rung below.

Slowly, steadily, they made it to the bottom and Olive leapt off Marrow's back. The faunus glanced towards the nearby underground river, the murky rushing water roaring in his ears. His instincts screamed at him to turn back and run away now and trepidation filled him.

"This place. What is it?" He asked.

"A secret port used during the great war to ferry supplies from Mistral. Out of sight of Vale and Vacuo saboteurs and spies. Quite a few of them still lying around." Olive answered. Something about his tone didn't quite gel and Marrow's head started to hurt again.

There was someone else he knew who was quite the history buff, but for the life of him he couldn't remember who it was. Marrow growled when the headache returned, the glaring hole in his memories still present and frustrating as ever.

"Gah, it's important! I know it is, why can't I remember!?" Marrow shook his head in a vain attempt to jog his memories.

"Ugh head hurts… the Other… it's down here?"

"Yes. This way." Olive nodded and pointed in the direction Marrow's senses were adamantly insisting he not go towards.

"Well, that matches at least…" Marrow spat to the side and followed Olive's lead. Instincts be damned, the Chill needed to be stopped.

"Did the bad man bring it here? The Other I mean."

"No. Escaped the bad man. Ran. Ran home." Olive shook his head, the despair in his voice was palpable.

"No home left."

"Ran… home? What do you mean ran home? Who are you really? How do you know all this!?" Marrow paused in his steps. Olive continued walking forwards for a bit more before halting.

Olive titled his head back and Marrow swore out loud. Fetch deployed in sword mode, ready for action at a moment's notice. Black veins framed the boy's face, pale and pasty skin made his eyes stand out even more.

Black sclerae and hellish red pupils.

"What is this!?" Marrow backpedalled, eyes flicking from shadow to shadow, searching for the ambush before it could spring.

But no Grimm leapt out to attack. Just the Grimm child thing standing there sadly.

"No home left." Olive… the Chill said.

"Who are you!? What are you!?" Marrow gripped Fetch tighter, indecision warring within him. Attack now and kill the Grimm? Or just… wait? Nothing made sense, nothing made sense at all.

"Can't remember my name. The Other took it. Bad man did this, put the… put the Other insi-inside my head. It hurts. Can't fight it." Olive… whatever he was said, and Marrow's blood ran cold. Grimm combat classes were clear, the Chill were disturbing Grimm, especially what they did to their victims.

Possessing and then puppeteering them to use against their former comrades and loved ones, the one saving grace was that the possessed never survived the process and all the Chill could do was repeat the victim's last words.

But if someone altered the Grimm, made it so it could keep their host alive…

"Are you… were you human?" Marrow asked slowly.

"I was. I… I lived here. Then the bad man came. Took us. Made the Other. Then I ran."

"Us? Other… children?"

"yes."

"Fuck." Marrow wanted to lash out and destroy something so badly it hurt. The Grimm thing could have been lying, but the eyes said otherwise. A full body shudder passed through him as he sucked in a breath of fetid air.

"So, what happens now? Why'd you lead me down here? Why'd you stop me from killing Jaune?"

"Make the pain stop. Kill… Me. Don't let it win."

Marrow's jaw clenched. "You're not serious."

Olive's demeanour changed slightly, expression just that bit sadder. "Too late for us. Destroy the Other, stop the bad man. Get your revenge."

"Revenge? What revengaah!" Marrow clutched his head when the splitting headache returned in force. Again, that hole in his memories plagued him.

"The Other took our name. It took hers too." Olive said, his voice echoing inside Marrow's skull. There was another voice there too, one very familiar to him yet impossible to place.

"Her!? Who!? Gah! My head! It… hurts!" Marrow stagged backwards and fell to his knees, Fetch clattered to the floor when he could maintain his grip no longer.

Olive stood there with a sad smile on his face.

"Your partner."

* * *

An unholy roar tore at Jaune's ears and he brought Ascalon to bear. Scanning the area with the scroll light, he didn't find the source of whatever made that noise, but he did spot several more spent shotgun shells littering the floor.

"Qrow? You there?" He called out. Advancing cautiously when no response was forthcoming, he came across more signs of battle until finally the light illuminated a hideous Grimm… currently spearing a Beowolf through the chest with a bladed scythe-like arm.

'_Your eyes lie…'_ Ilia's words resounded in his mind and Jaune just barely managed to keep himself from reflexively pulling the trigger.

Bringing the scroll up, Jaune heaved a sigh of relief when he saw Qrow on screen, Harbinger stabbed through the dying Grimm instead. In hindsight, the scythe arm should have given it away from the start.

"Qrow. It's me, Jaune. Can you understand me?" Jaune asked, taking his finger off the trigger but keeping Ascalon up, just in case Qrow started attacking… well if he did Jaune was screwed anyways, but it helped to soothe his nerves… a little.

Qrow brought his arm up to shield from the sudden glare. Wrenching Harbinger free and dropping the disintegrating corpse to the ground, he squinted through the glare and frowned at the sight before him.

Monstrous Grimm with lance arm and shining a light from… somewhere and not attacking? Qrow grunted and scratched out three letters on the floor. A… R… C...

The lance arm lowered.

Qrow scratched out the word 'scroll' on the floor next and shortly after, his own scroll got a ping. Lowering Harbinger, Qrow pulled out the device and stared at the message on it, frowning when he noticed it coming from Lieutenant Green's scroll.

"Arc? The hell are you doing down here? You're supposed to be in the hospital, where's Green?"

"The lieutenant is gone, he went crazy and set the hospital on fire. I got out but no idea if he did. Marrow is somewhere in Nebel too."

Qrow cursed when he read the reply. He knew the lieutenant was fraying, but he thought the man would be able to hold it together long enough to look after Jaune until he dealt with the Grimm infestation.

Clearly, he was wrong.

'_Like so much else. What have you ever been right about Qrow? Just another mistake to add to the list.' _Taiyang's voice carried those poisonous words into his mind and Qrow's lips curled in a snarl.

"Whatever's down here isn't normal. It can create illusions that look and feel real but vanish on contact with aura. It's also spawning more Grimm I think. Watch yourself and follow my lead."

"It's also draining our aura and affecting our memories. If we don't stop it, the effect will be permanent."

Qrow read the message and growled in anger, his suspicions confirmed by Jaune. Shaking his head, he hefted his weapon and started moving again.

Student and Teacher forged a path through the darkness in silence. The illusion preventing their words from being heard and their ears filled with treacherous whispers. It didn't take long before they were beset by Grimm, both real and illusory, all seeking to protect the source.

Harbinger and Ascalon flashed through the darkness, slicing and stabbing through the Grimm, occasionally glinting when they reflected the torchlight. Darkness and the monotony of battle wiped away all sense of time and every second felt like an eternity.

Neither Jaune nor Qrow knew how long they'd been fighting underground or much further they had to go before they found the Other. The only thing they could do was continue fighting through the gauntlet.

Then, just when they were starting to despair about reaching their destination. The world shifted again. The voices grew louder and louder, reaching a crescendo and then… stopped.

The darkness itself started to lift when, dots of emerald light cast the cavern in an unhealthy shade of green. Not quite enough to make visibility good, but enough that they wouldn't be stumbling about blindly if their torches died on them.

Multiple glowing crystals were growing everywhere, on the walls, from the ceiling, through the ground. The air around them wavered as though there was a heat wave present, but only a deathly chill pervaded everything.

"What is all this? There's… there's those Grimm veins growing out of those crystals." Jaune said, noting the corruption spreading outwards, illuminated by the emerald brilliance.

"No clue, just don't touch them-I can hear you?" Qrow paused as he realised he could hear Jaune speak again instead of just the Grimm growling noises the illusion filled in for him. Glancing over, he found Jaune looking like himself again, no more disgusting mishappen Grimm in his place.

"The illusion… it's gone?"

"I… don't think so, I can still feel something." Jaune replied. Swapping away from the camera to check his aura gauge, Jaune grit his teeth when he noticed his aura level was ticking downwards now. Slow enough that it wouldn't drain him dry immediately, it was still a pressing concern since any aura damage from combat would be impossible to recover from now.

"So what do we do? Destroy the crystals?" Jaune looked to Qrow for guidance.

"Let's save that plan for later. I still have no idea what we're dealing with. Shit, the report about suspected smuggling activity down here never said anything about glowing crystals." The veteran huntsman muttered.

The one lead he had was a file dating back to a few days before his arrival in Nebel. A report about something tripping the alarms in the old underground port and several investigators not coming back after going down. There was a note about putting together a task force to deal with it, but plans had been derailed by more pressing issues.

"And we have company." Qrow growled and readied harbinger. Multiple glowing red eyes pierced the darkness. Several dozen growling Beowolves and Sabyrs stepped out of the shadows, snarling angrily at them.

"Defend yourself."

The Grimm tide surged forwards.

Qrow and Jaune met them with their own charge.

Jaune rammed Ascalon right down the mouth of a leaping Sabyr, the lance punching all the way through until it emerged on the other side. Not stopping his momentum, Jaune spun around, using the lance to bat away the other Grimm surrounding him.

Stabbing and swinging with all his might, Jaune bitterly cursed the fact that he couldn't use any of his explosives underground. Sweat beaded on his forehead as he rammed a fist right into a Beowolf's eye and finished it off by kicking it in the chest so hard the bone plating there cracked and caved inwards.

Breathing growing more laboured by the minute, Jaune didn't need the scroll's aura gauge to tell the aura drain had ramped up again. His aura flared and another small chunk vanished when a Sabyr swiped its claws across his back.

A howl of rage and pain punctuated his vicious backswing that sent the Grimm flying backwards. Another charging beowolf met its end when it impaled itself on his lance, then another did the same, and another slammed into it from behind.

Jaune went skidding backwards when his boots couldn't retain enough traction to anchor himself in place against the sudden impact.

Fortunately for him, before he could be pushed back to far, Qrow intervened, swiping at the Grimm with his great sword, he cut the disintegrating corpses in half, instantly lightening the load and allowing Jaune to adjust.

Just when the Grimm numbers were beginning to dwindle and Jaune felt like they were getting close to victory, the crystals embedded in the surroundings pulsed and started growing brighter.

A shudder passed through the remaining Grimm and they ceased their attacks. They started convulsing and keeling over one by one, their forms rippling and shifting.

"What the…" Jaune lowered his weapon in confusion only for Qrow to berate him.

"Oi! Kid! Stop standing around and kill them before they finish whatever the hell they're doing!" Qrow yelled and scythed through the stationary Grimm, not interested in letting them finish whatever they were doing.

"O-oh!" Jaune snapped out of his stupor and rushed back into the fray, thrusting his lance through the as many heads as he could and dusting the Grimm.

The two of them made incredible progress mowing down the unresisting Grimm, tearing through the ranks like a hot knife through butter.

But right before they could finish the entire horde, the crystals pulsed again.

Harbinger was inches away from the second last Grimm before a wave of black wind blasted both huntsmen backwards.

"Gah!" Jaune yelled in surprise.

"What the fuck!?" Qrow dug his scythe into the ground to anchor himself.

Once the wind died down, the two of them stared in disbelief at the remaining two Grimm. The things were rising from their hunched over positions, bone armour and black sludge sloughing off them with every jerky motion.

"You have got to be fucking kidding me." Qrow's eyes widened in disbelief.

"This is gonna suck." Jaune chimed in.

Before Qrow and Jaune stood… Jaune and Qrow.

* * *

"We can fix this. Headmaster Ironwood must have something. Atlas has the best technology in the world. Someone did this to you, someone can undo it." Marrow insisted as he stormed down the streets, passing by several dilapidated warehouses.

"Too late. Just make the pain stop." Olive shook his head.

"You said it yourself in the past. You can't save everyone no matter how hard you try, some battles just can't be fought, so don't even try."

Marrow bit his lip as the words jogged another memory. Olive's words had done something earlier, the hole in his memories was starting to close slowly, leaving him nursing a constant headache.

_Suspended again Marrow? Really? This is the second time now, they'll expel you if you keep this up._

_Nothing I can do about it. I'm guilty until proven guilty, remember?_

_It won't kill you to try and behave. Maybe if you give the professors less trouble, they'll stop being so hard on you._

_You think so? Come on Olivia, you know my record before Atlas. Kicked out of civilian school twice and combat school once, I'm a troublemaker. It's in my blood._

_Marrow…_

_No really! See this? This tail? I rest my case._

_Haaah… not everyone is your enemy you know._

_Maybe. But enough of the powers that be don't like my kinda people._

_And what exactly is your kinda people?_

_Tail._

_Marrow…_

_Hey! Just saying. Institutional racism and society go hand in hand since… well since before this kingdom was even here. Some battles are unwinnable by default, they can't be fought. So why even try?_

"Yeah… I did say that, didn't I?" Marrow admitted.

"And I also recall Olivia calling me a moron for believing that."

"Nothing left to save. Too late for me." Olive said quietly.

"I don't believe that. I'm not giving up without trying." Marrow insisted.

"And once we fix whatever they did to you, we go after the one who did it." He promised.

"Forget us, stopping the bad man from doing this again comes first. Or history will repeat and more tragedy follows."

Marrow's eye twitched, another memory rising to the surface.

_You should pay attention in class Marrow._

_Oh come on, it's history! What do I need to know about dates and numbers and names so old they don't even follow the colour rule?_

_You'd be surprised by what you can learn from the past._

_Yeah well, I'm here to become a huntsman. You know, kill Grimm, save people, get paid. Not really sure what King Crumplestein the Fat can teach me about that. Actually, I'm not even sure those people have even seen a Grimm in their pampered lives._

_Marrow…_

_What? You know I'm right!_

_No, I know you're wrong actually. King Constantine the Stout was famous for leading his people to safety from the Grimm by using himself as a human shield. His semblance Invictus allowed him to continue fighting even after suffering mortal wounds and he held the line alone for three days until his people evacuated to safety before succumbing._

_I… uh… well how about that?_

_There's a lot to be learnt from history Marrow. From our collective past, we learn what works and what doesn't. People like Constantine serve as inspiration and role models to emulate. And others… others we learn what not to do._

_Huh?_

_Have you ever heard of this saying Marrow? Those who cannot learn from history are doomed to repeat it. The Great War was only eighty years ago, some days I worry that we're headed for a new one._

_Come on, no one's that stupid. Who'd want to fight a war? Besides, Atlas is the only kingdom with a proper army now._

_Heh, if you paid attention in history class, you'd know that there are more ways to fight a war than simple military force. I only hope it's a tragedy Remnant never has to see again._

"Yeah… but that doesn't mean ignoring everything else either. It's not right." Marrow muttered.

"That's quitter talk."

"Priorities Marrow. Too late for us, the Other is all now. You can stop the Other here. But there are more. He won't stop." Olive said.

"More? There are…. There're more of this thing out there!?" Marrow's blood ran cold.

"There is always more. Always." Olive said.

"The job isn't done, not until the bad man has been stopped."

Another memory pushed through the fog.

_A… a doctor? You want to become a doctor on top of being a huntress?_

_Yes, is… is that surprising?_

_Well… yes? I don't think there's a link between those jobs. Like at all._

_Really now? I think they go together actually. Someone has to patch up the wounded, treat the sick, look after the infirm. Our mission doesn't end at killing the Grimm._

_Ehhhh…_

_Killing Grimm is easy, apply enough force and everything will go down eventually. But mending and rebuilding after that, overcoming the losses? That's the difficult part. So I want to become a doctor, do more to help than just fight the Grimm. I probably can't do much, but every bit counts._

_I guess. Aren't there enough doctors around though? I mean, there are three clinics on this street alone. And we're in Mantle._

_Oh, I don't think it's a problem inside the kingdoms' walls. But beyond? Out in the field, the frontier towns and villages? There's always someone out there who could use the help Marrow. Always more to be done._

_Hmm, then I'll kill the Grimm and you do your doctory stuff. Partners?_

_Partners always._

"This is it." Olive's sudden announcement dragged Marrow out of memory lane. He halted in his tracks right before the last warehouse at the end of the line and pointed to the building.

The shutters were down and Marrow could make out the numerous holes in the corrugated roofing. Several emerald crystals were growing through cracks in the wall, lighting up the eerie Grimm veins covering the warehouse. A foreboding aura surrounded the place.

His instincts were screaming that this was the end of the line. The Other, the Chill, it was on the other side of those doors. Nodding with more calm than he felt, Marrow deployed Fetch, holding his sword at the ready. "I'm ready."

"I can't go any further. The Other will overwrite this form if I do." Olive said.

"Okay. So I just have to go in there, cut… your body free from the Grimm anchors and smash the crystals. Then we should be able to bring you back for treatmen-"

"No." Olive interrupted.

"The Other. It took aura and the memories within. You must beat her first."

"Her?" Marrow frowned in confusion. He received his answer when loud mechanical whirring and grinding sounding. Ancient and rusted machinery clanked to life and the shutters began to rise, revealing the pulsing mass of flesh and darkness behind it.

And…

A huntress in Atlas Academy uniform.

"No." Marrow breathed out, his eyes wide in shock.

Twin long swords scraped along the ground, causing sparks to fly. Ebony hair that fell to her shoulders. And blank eyes the most piercing green he'd ever seen.

His former partner.

The leader of the ill-fated Team OPAL.

Olivia Beryl was back from the grave.

And now stood against him.

* * *

Author's notes: One more chapter to wrap things up. Some days I look back on this fic and wonder where my nice little crack fic went, then I remember I wanted to tell a serious story alongside the crack.

Eh, can't really put the humour back in the fic for quite a while yet since the story won't let me. But, I have a workaround. Decided I'm going back to the roots of this fic, the list of things Jaune and Qrow are no longer allowed to do and I'm creating a new list. Inspired by things XCOM operatives are no longer allowed to do.

* * *

**Things Atlas personnel are no longer allowed to do.**

1\. General Ironwood is to be addressed as General or Headmaster Ironwood depending on the situation. Epithets such as The Great Commandy One, The Tinman, Jimmy, No Fun Guy are not only against regulations but are highly improper. Major Branwen is forbidden from spreading any more of such nicknames among the troops.

a. Yes, General Ironwood does have cybernetic parts. Yes, his semblance means he doesn't feel pity, or remorse, or fear while it's active, and he absolutely will not stop, ever, until all threats to Atlas are dead, that does not make him the Terminator, Stop calling him that!

b. Just because we field AKs and other machines in battle, does not make the general Skynet either! Private [Redacted], please report to medical regarding your continued delusions about the general and other command staff being AI.

i. Therapy does not involve removing brains and replacing them with computers. To whoever's spreading rumours about Private [Redacted] having been replaced with a T800, cease immediately or the general will personally see to your disciplinary hearing.

ii. A reminder to all personnel, we are here to protect humanity. The only thing we're exterminating is the Grimm that want to exterminate us.

iii. No. That does not make us Grimm Terminators either.

2\. Specialist Schnee's name is Winter, this and the symbol of the SDC being a snowflake as well as her use of ice dust and summons are purely coincidental. She is not the living personification of Solitas's winters.

a. Specialist Schnee is fully human and does not as some claim possess a heart made of black ice.

i. She does not possess a mechanical heart either.

ii. For the last time, she is 100% human and she does not need to have a primary heart installed. Any further claims to the contrary will be taken as an invitation to a full contact no holds barred spar in Amity Arena.

b. Specialist Schnee is one of Atlas's best specialists, that does not mean she's a demigod. Please stop constructing altars in worship of her or trying to sacrifice things to appease her wrath. It won't work.

i. Unless it's Branwen's whiskey flask.

ii. To the dead man who took my flask. Get your affairs in order, there won't be enough left of you to bury once I catch you.

3\. A reminder to all, Major Branwen transforms into a bird, not a bat. Red eyes or not, he is not a vampire. Stop planting garlic outside his door, it's not going to save you from him.

a. We are aware Major Branwen hates the sun, that's due to his hangovers, not because the sun's holy rays burn his evil flesh. The strange things that happen around him are just coincidences that's all, not his almighty curse powers damning your souls. If it were, it wouldn't affect himself.

b. Trying to stake him will be its own punishment. Sergeant [Redacted] is still in the hospital after having his stake shoved into a place that shall go unmentioned.

c. Yes, no one has ever seen or tasted the contents of Major Branwen's flask other than himself. That does not mean it contains blood. It's alcohol, come on people, he's a known alcoholic, it's a whiskey flask, do the math, it's not difficult.

i. To the SOB that replaced my whiskey collection with tomato juice. Yes, I'm a vampire and you're on the menu.

4\. Lieutenant Arc's explosives may result in colourful displays when in use. This is not an excuse to shout 'taste the rainbow!' at the enemy. We're the pride of Atlas, have some propriety people.

a. Yes, we have seen the footage of Captain [Redacted] impressive throw. Even with it landing inside the jaw of a swooping Nevermore and having it spit multi-colour explosions across the sky, it is still inappropriate to shout 'taste the rainbow' in a combat zone.

i. The correct term would be 'feel the rainbow'. If all you do is taste it, I've failed at my job. ~LT Arc

b. A reminder to all personnel, Lieutenant Arc's explosives are dangerous weapons and to be treated as such. They are not fireworks to be used to celebrate someone's birthday or a successful mission.

i. Explosions nice yes? Exploding Grimm nicer. ~LT Arc


End file.
